Ben 10: Unlimited
by The Incredible Muffin
Summary: Ben Tennyson has lost everything. Now, in a new universe, he must decide: will he return to the role of hero? BenXSupergirl Based off of sandman7734's story.
1. Chapter 1

**DISCLAIMER: I DO NOT OWN BEN 10, JUSTICE LEAGUE, OR ANY CHARACTERS THEREIN. IT WOULD BE AWESOME IF I DID, BUT BATMAN HAS INFORMED ME THAT NO MERE MORTAL CAN OWN BATMAN.**

Ben 10: Unlimited

Chapter 1: Star-crossed

Ben Tennyson stared out at his hometown of Bellwood. He couldn't bring himself to even think. It was too painful. If he tried to think, the memories would come back. Memories of those he loved… and those he lost.

_Mom, Dad, Grandpa, Gwen, Kevin, Julie, _when Ben tried to picture their faces, all he could see were their broken, lifeless bodies. _Why did you have to die? Why did you have to leave me? And why couldn't I save you?_

Ben glanced down. He had been sitting on the roof of a building, he couldn't even remember where, five stories up. If he was in one of his alien forms, he would be able to survive a five-story fall without a problem. But now, he was a human. Humans were much more fragile. Ben slowly tipped himself forward. As his body lost its connection to the building, and began its swift descent to the street, Ben thought, _Don't worry, everyone. I'll see you all soon._ As the ground neared, Ben Tennyson saw a flash of blue light, and then saw nothing.

**Metropolis**

Ben knew he wasn't dead. The dead don't feel pain, so that meant that he'd once again cheated death. Why was it that he couldn't die, but everyone that he cared about died? As Ben pulled himself off the ground, he took in his surroundings. He could tell that this wasn't Bellwood anymore. He would have remembered a building with a huge golden planet statue that towered high enough to be seen even in the alley he was in.

"Great," Ben muttered, "instead of killing myself, I wound up in who-knows-where." He began to make his way out of the alley, but he stopped at the sound of footsteps. He turned around to see several muscular men with bird wings coming out of their backs, and spears in their hands.

"Halt, human!" one of them shouted. "Show us your identification, or you will face punishment!" Ben's anger, which had been simmering until now, boiled forth.

"You want to know who I am?" Ben asked, raising the Ultimatrix, "I am…" he slammed down the dial, and the bird-men shielded their eyes from a green flash. "HEATBLAST!" a new voice shouted. The aliens' eyes widened as they saw a humanoid creature that appeared to be made of magma. Its forearms and hands were oversized, and its head was literally on fire. Heatblast raised his hands. "I'm also in the mood for fried chicken!" from his hands came a tornado of fire that blasted all of the aliens out of the alley and across the street. They hit the ground, smoldering and unconscious, but alive. Heatblast looked up to see a ship hanging in the air. It clearly wasn't human, if the bird-men flying protectively around it were any indication. Feeling that he still needed to vent some anger, Heatblast lowered his hands toward the ground and shot a continuous stream of fire, launching himself into the air. He then focused flames out of his feet and rocketed towards the ship.

**Thanagarian Prison Shuttle**

Six members of the Justice League, some of Earth's greatest heroes, had been defeated. They had been betrayed by Hawkgirl, one of their own. Trapped in a sphere of red sun radiation lay Superman, the Man of Steel. In another cell, Wonder Woman, Princess of the Amazons, was bound to a pole by her own indestructible lasso. Near her cell was the Flash, the Fastest Man Alive, pinned to the ground by gravity generators. Across from him lay the Martian Manhunter, the last son of Mars, held by metals that he could not phase through. At the end of the hall were the cells of Batman, the World's Greatest Detective, and Green Lantern. The Lantern had been stripped of his power ring, and was thus helpless. Batman was simply not seen as a threat. A sense of defeat hung in the air, along with silence.

But that silence was broken by the sound of shouting and gunfire. The Leaguers tried to see what was going on, when the door to the cell chamber exploded. A semi-charred Thanagarian fell to the ground a few seconds later. Inside the chamber strode Heatblast. He looked around at the brightly-clad people before him.

"From what I can tell," said Heatblast, "these chickens are the bad guys. Please tell me I'm right, because I'm in a bad mood, and I don't want to make it worse by finding out that I fried the wrong guys." He examined the captives closer.

Superman spoke up. "We're the Justice League. We fight to protect the Earth, and the people who live here."

Heatblast tilted his head. "Justice League? Seriously? Nobody thought that name was a little corny?"

Flash tried to raise his head, but the gravity was too strong. He managed to say, "See? I'm not the only one who thinks so."

Heatblast stopped in front of Wonder Woman's cell, and his eyes narrowed. He never did like the mistreatment of women, and this was a clear example of such. He punched the controls to the cell, and the force field lowered. "Don't move." He warned, raising his hands to grab the metal pillar. A section of it began to glow, and then melt away.

Wonder Woman was able to use her super-strength to pull herself free. She slid out of her lasso, and then attached it to her hip. "You know," she said, "you could have just untied me."

Heatblast shrugged and showed his large hands. "Sorry. These aren't really good for the dainty stuff." He turned around and began walking out of the cell, but he stopped and turned his head back to Diana. "By the way," he said, "I'm Heatblast. Who are you?"

Diana smiled. "People call me Wonder Woman." Heatblast had noticed her red, white and blue leotard and boots. Aside from that, a tiara, and silver bracelets, she didn't wear much else. Heatblast was glad that his face was already on fire, because otherwise he would probably be blushing at the sight of this beautiful woman.

Any further conversation was halted by the appearance of a dozen Thanagarian guards rushing through the remains of the door. "Get your friends out! I'll take care of this!" Heatblast rushed towards the guards, punching, kicking and blasting his way through, leaving unconscious and burned bird-men behind him. He kept another group of guards busy while Wonder Woman helped each of her fellow Leaguers escape their cells. It was here that Heatblast noticed that these people had superpowers. Well, four of them did. Wonder Woman could fly and had super strength, the Flash had incredible speed, Superman had all that and could shoot lasers out of his eyes, and the Martian could become intangible, in addition to super strength. Batman and Green Lantern, who had no powers, were still more than effective.

In short order, the already unfair fight became a beat-down. The few remaining Thanagarians were quickly subdued by the heroes. However, they were surprised by another group of guards attacking from behind. Wonder Woman was able to deflect the energy blasts coming from the guards' spears, but Heatblast noticed a particularly rotund hawk-man carrying a very large cannon. Rather than risk one of his new-found allies getting hurt, he jumped in front of the Amazon, and slapped the Ultimatrix dial on his chest. Heroes and bird-men alike shielded their eyes from the green flash.

"CHROMASTONE!" shouted a new voice. In Heatblast's place stood a thin, cycloptic creature made of purple stone stood defiantly. His hands, forearms, horn and the spikes on his back were all made of pink crystal. "Come on, tubby!" ChromaStone taunted, "Hit me with your best shot!"

Gritting his teeth, the Thanagarian fired his cannon. ChromaStone stood calmly, not moving an inch. Instead of exploding, like everyone expected, the energy blast was absorbed into his body! "My turn." ChromaStone raised his hands, and a rainbow-colored wave of energy coursed out. Had it hit anyone, the blast would have packed enough of a punch to be fatal. As it happened, ChromaStone had been aiming for the wall. A massive hole was blown through the ship. The city could be seen below. ChromaStone used a much weaker blast to knock out the remaining Thanagarians, then turned to the League. "Anyone who can fly, grab someone who can't!"

Superman flew through first, carrying Batman; he was followed by the Manhunter, who was carrying Green Lantern. Wonder Woman was the last out, carrying Flash. Before she got too far, she turned back to ChromaStone. "What about you?" she cried.

ChromaStone grinned at her. "Don't worry," he said, "I've got it covered." He slapped the Ultimatrix dial again, and was obscured by another green flash; in his place stood a red manta-like creature. "JET RAY!" he shouted, then flew past Wonder Woman in a blur. "Let's get out of here!"

Flash looked up at the princess holding him. "You know, it's possible, and I could be wrong here, but it's possible that that guy is on our side."

**Metropolis: Street Level**

The Justice League and Jet Ray had managed to evade the Thanagarians, and had found shelter in a clothing store. Still needing to take his anger out on something, Jet Ray transformed into Big Chill and went outside. As the League caught its breath, Green Lantern turned to Superman.

"That x-ray vision working again?"

Superman looked at a wall. "Just enough to see every Thanagarian within a two-block radius frozen completely solid."

Flash gave a low whistle. "Now I know why he said 'Big Chill'."

Superman turned to Diana and the Martian, J'onn J'onnz. "Did either of you get anything from that guy? Is he really here to help us?"

J'onn shook his head. "I did not enter his mind, but I sensed no ill will towards us; only mild irritation."

Green Lantern looked at the Martian. "Why would he be annoyed with us?"

Flash gave a small smile. "Maybe because the guys who always save the day needed saving?"

The rest of the League rolled their eyes, while Diana shook her head. One of the many gifts given to her by the gods was the ability to read emotion. "I sensed anger, pain and despair; whatever happened to him was terrible, and it nearly broke him."

Flash looked down, a little ashamed of himself for making jokes at the expense of someone in pain. Everyone else paused, lost in their own thoughts. The moment passed as the blue mothman that was Big Chill phased through the ceiling to land in the middle of the group.

In an eerie whisper of a voice, Big Chill spoke up. "That should take care of any trouble for a while. What's next?"

J'onn spoke up. "The whole city will be covered by now."

"Maybe we'll get lucky and they'll all go home." Flash quipped. The others looked at him.

"Trust me," Big Chill said darkly, "we're never that lucky."

"A little optimism can't hurt at a time like this!"

Before the blue alien could reply, a booming voice could be heard from outside.

"_THIS IS THE VOICE OF THE THANAGARIAN OCCUPATIONAL AUTHORITY. THE JUSTICE LEAGUE ARE ESCAPED PRISONERS AND VIOLATORS OF OUR MARTIAL LAW. THEY ARE TO BE CONSIDERED AN ENEMY, AND DEALT WITH ON SIGHT. ANY PERSON OR PERSONS FOUND AIDING OR HARBORING THEM… WILL BE SUMMARILY PUNISHED."_

Big Chill glanced at Flash. "Optimism, huh?"

The fastest man alive slumped. "Something like that, yeah."

Batman spoke, his voice laden with authority. "We're going to have to go underground for the time being. Keep low and rethink our plan of attack."

"How exactly do we hide when the whole city is looking for us?" Wonder Woman asked.

"Not to mention the fact that your costumes are about as stealthy as a Shag Carpeting concert." The League looked at him in confusion.

"Seriously? No Shag Carpeting on this planet?" The teen hero slapped his forehead. "Great, just great."

"He is right." J'onn said, drawing the others' attention away from their new ally as he held the sleeve of a nearby coat. "They're looking for our costumes. But without them, we are ordinary citizens."

As he spoke, the Martian shapeshifted into a human man in a brown trench coat.

"Whoa, wait a second!" The Flash exclaimed. "What about the whole secret identity thing? I mean, I trust you guys, but what about him?"

The speedster jerked his thumb in Big Chill's direction. The blue alien narrowed his eyes dangerously.

"True. You _definitely_ can't trust the guy who pulled your sorry butts out of a prison ship. That would be _stupid_." He snarled the last few words, his patience already at its limit considering he would rather be dead than dealing with a group of incompetent, brightly-costumed heroes and saving an Earth that he was completely unfamiliar with.

"Whoa, little hostility there!" Flash reacted, lifting his hands in a passive motion and taking a step back.

"Look, I didn't _ask_ to be here," Big Chill said in a cold voice. "I didn't _ask_ to play the damn hero again, _especially_ after the _hell_ that I went through. I'll help you take your world back, since saving Earth is already a damn _hobby_ of mine. But after that..."

The mothman trailed off, letting the others decipher his intentions with their own imaginations. "And as for this secret identity dilemma..."

With that, Big Chill lifted his hand to the symbol on his chest and tapped it. In a flash of green light, the mothman was replaced by a young human man wearing jeans, a black shirt, and a green jacket with a 10 emblazoned on the left side.

"I'm Ben Tennyson," the kid said, a notable lack of emotion in his voice.

The others were stunned.

"A _kid_?" Lantern asked in complete disbelief. "You're telling me a _kid_ had to rescue us from the Thanagarians? We must be doing worse than I thought!"

"I'm eighteen, tough guy. And I've been saving the world since I was ten."

More stunned silence ensued.

"Since you were ten?" Superman questioned, raising an eyebrow.

Ben nodded and held up his left wrist. "An alien device, the Omnitrix, was ejected from a ship in orbit to keep it safe from an intergalactic warlord. It landed in front of me, and I used it over my entire summer vacation to be a superhero. Then I got this new version, called the Ultimatrix, and started using that instead. That's the long and short of it."

"And you've had this device for eight years?" Diana asked.

Ben frowned. "Look, how about we go over my history _after_ we sneak out of the city that is currently occupied by bird-man aliens."

Batman nodded in agreement before stepping forward and removing his cowl, revealing black hair and piercing eyes. Ben paused, recognizing the look in those eyes. They reflected the pain that he himself now felt. The pain of losing your whole life in an instant.

Maybe they shared something in common after all.

"Bruce Wayne. Flash is Wally West. Superman is Clark Kent. Green Lantern is John Stewart. And you know Diana and J'onn," the billionaire explained.

Ben glanced over at Flash and smirked. "Wally? Really?"

Flash sighed. "Shut up."

A few minutes later, every member of the Justice League was dressed up as a normal civilian, with Superman wearing a blue business suit and glasses, Diana wearing a long sleeve blue shirt and jeans while tying up her hair in a long ponytail, Green Lantern with a skull cap, brown hoodie and brown pants, Batman wearing a leather jacket along with grey pants and a turtleneck, and Flash going with dark jeans and a brown jacket. Ben stuck with his normal attire.

They were now standing outside in the alley that they had come through previously, Bruce poking his head out to see if the coast is clear.

"We need to split up. They expect seven of us," John strategized. "Who takes the kid?"

Ben gave the powerless Green Lantern a death-glare as Bruce spoke up. "We need to get to Gotham City. We can regroup at my house there. Try not to draw attention to yourselves."

The dark knight looked over the group. "I'll take Diana and Ben. We can pose as a family out on the town."

Bruce then began to walk away, wielder of the Omnitrix and Amazonian princess following his lead. However, the billionaire felt a sudden chill as Ben walked alongside him, an empty gaze facing forward as the teen spoke in a cool voice. "I'll pretend we're a family if I have to. But I am _not_ calling you 'dad'."

The Gothamite glanced over at Diana with a raised eyebrow. She shook her head, warning Bruce not to dig any deeper. She could still feel the despair and rage flowing from the young man, so much so that it was almost painful. Then she realized something frightening.

He was fully prepared to turn that pain and fury on the Thanagarians, and he had the power to act on those feelings.

**Above the Gobi Desert**

Onboard the Thanagarian mother ship, Shayera Hol, formerly a member of the Justice League under the alias of Hawkgirl, was at a loss for words from what she was seeing on the vid screen.

When Hro Talak, Commander of the Thanagarian forces and her soon-to-be husband, had discovered that the League had broken free from their prison ship and caused it to crash in Metropolis, he had been furious. In a rage, he demanded that recovery teams check the security feeds on the ship to find out how they had managed to escape. That was a few hours ago, and Talak had calmed down enough to think out the situation. While a formidable team, the Justice League could not hope to defeat the might of the entire Thanagarian invasion force. They were outgunned, and the Thanagarians knew all their weaknesses, thanks to Shayera's information.

Of course, this was before Talak received the images that were now posted on his screen. Images of a mysterious creature that seemed to be made of fire and rock. A creature that managed to break the Justice League out of confinement and fight off a legion of Thanagarian soldiers before transforming into some silicon-like being that fired energy blasts and took down an entire prison ship.

Shayera had no idea what this being was, or if it was even from this planet, but she knew that it would make the occupation of Earth a little more difficult. The creature was a wildcard; if it was able to transform between those two different forms, what else could it become? How dangerous was it?

At the moment, Talak was speaking over a vid-screen with Paran Dul, a female Thanagarian who was in charge of the construction of the shield generator, the one necessary to protect Earth from Gordanian invasion.

"Be aware that the Justice League has escaped, due to the interference of a strange, shapeshifting being," Talak warned. "Stand ready for an attack."

"Any attack on this base would be suicide," Dul boasted, completely unconcerned about a possible strike on the Thanagarian forces.

"Keep me informed of your progress. Let _nothing_ delay you," the Thanagarian commander ordered.

"By your command." The video screen then went blank. However, Shayera was more concerned with a topic mentioned earlier on in the conversation between Talak and Paran.

"Humans as slave labor?" she questioned, having overheard Paran mention using humans to 'lift and carry as well as any animal'. The former Justice League member was concerned.

"Unfortunate, but necessary." Shayera took note of how little remorse her betrothed showed as he said this before he continued, walking over to a nearby console to check up on a few details. "We are on a most unforgiving schedule. We must move as quickly as possible if we want to finish the hyperspace bypass in time."

Shayera's eyes widened. Hyperspace bypass? This wasn't what he told the human race!

"Bypass?" she asked, quickly walking over to look Talak in the eye. "I thought we were creating a force field for Earth!"

"That was simply our cover story."

Shayera paused as dozens of thoughts raced through her head. But the first and foremost was...

"When were you going to tell me this?" she nearly growled. "Did you not think you could trust me?"

A long silence ensued, as both Thanagarian warriors gazed into each other's eyes, neither one willing to back down. In all their time together, Shayera had never felt this angry at Talak, nor this betrayed. What was wrong with him?

"Follow me," he said quietly, snapping Shayera out of her thoughts. The Thanagarian leader began to walk away, and Shayera began to do as he said.

After about five minutes of walking and an elevator ride later, the two entered the war room of the ship, were Talak brought her over to a large screen used for battle strategy and tactics.

"As you are well aware, the Gordanian homeworld has been protected for decades by an impenetrable defensive line," Talak explained, drawing up an image of the Gordanian home system, with their planet being shown as surrounded by legions of ships and space stations that make a frontal assault a fruitless endeavor.

"But this chain of hyperspace bypasses will allow the full force of out armada to go around their defenses by jumping behind them, which will let us wage a direct assault on the heart of their empire."

Shayera saw what he meant, and it was strategically brilliant to be sure. But there was something else going on here. Something very bad...

"Earth is the last link in the chain. Once we finish it, we can finally attack and annihilate the threat of the Gordanians forever."

The former Hawkgirl was beginning to hear a hint of what sounded like victory in Talak's voice. But that wasn't what was bothering her the most.

"But ripping a hole in hyperspace will destroy this entire planet, and everyone on it!" she protested.

"Unfortunately, yes," Talak said quietly, his voice becoming heavy, revealing how long and how hard he had been fighting this war, and what it will cost him. Thanagarians normally didn't believe in souls, but Talak still felt that he would face eventual retribution for his actions.

"For Thanagar to live, Earth must die."

**Outskirts of Metropolis**

As Ben, Bruce and Diana made their way out of Metropolis, the billionaire and princess each took the time to think about Ben. Bruce was thinking about the ramifications that Ben's power might have on the world, while Diana was more concerned with Ben's state of mind. She wanted to ease the young man's pain; maybe she could get him to talk about himself a little more. At the very least, she would learn a little more about him.

"Ben?" the teen looked up at the princess, the same neutral expression on his face.

"Yeah?"

"I was wondering if you could tell me a little more of your powers." Diana glanced at Bruce. "It might help us fight alongside you better."

Ben shrugged. He didn't see the harm in telling the League his capabilities. It wasn't like he planned on continuing his superhero career after this mission. "Super strength, super speed, flight, regeneration, invulnerability, elemental powers, energy absorbing and redirecting; the list goes on." he gave a small smile. "It's really a question of what powers I don't have."

Both of the older heroes were shocked. If what he said was true, then Ben had more power than the entire League. Ben looked up at Bruce.

"So, are you the only one without any powers?" That had actually made Ben kind of curious. All of these people were faster or stronger than any human. In fact, two of them weren't human at all.

Bruce nodded. "Is that unusual for you?"

"Nah, I can't tell you how many times the Ultimatrix didn't work for some reason or another. Probably half of my wins came down to me having to figure things out on my own, or just dumb luck."

Bruce was a little impressed. Not many people could so easily admit to being powerless, nor could they admit to only winning by luck.

Diana, however, had another question. "How is it that we have never heard of you? Someone of your power should have been seen before, especially if you've been doing this since you were ten."

Ben only shrugged. "Probably because I'm not from this universe."

Both Bruce and Diana froze. Well, _that_ was certainly unexpected.

Ben continued. "And before you ask how I know I'm from another universe, there's no Justice League where I come from, no Thanagarian invasion, no Metropolis, and no Gotham City. And this isn't the first time that I've wound up in another universe."

Bruce nodded, then gestured to Diana that they needed to keep moving. They would decide on how to proceed regarding Ben later, provided they survived the Thanagarians.

**Gotham City: Wayne Manor**

Bruce, Diana and Ben were the first to arrive at the stately Wayne Manor. Ben had been impressed by the mansion, which made him wonder why no one had ever offered _him_ a mansion. After all, he'd saved his entire universe on more than one occasion. As they reached the door, it was opened by an older, balding man. Bruce introduced him as Alfred, his butler. Alfred offered them refreshments, which Ben gratefully accepted. He hadn't eaten anything in nearly 24 hours.

After that, Bruce led them to a grandfather clock, which opened up to a tunnel. At the other side was an enormous cavern. A large computer occupied one niche, while a large black car was parked in another area. In yet another spot were several dozen objects, including a twenty-foot penny and a mechanical T-Rex. Other, smaller objects were in glass containers.

Bruce had a small smirk on his face as he watched Ben's expression go from emotionless and neutral to astonished and interested. Bruce put on a hand on the young man's shoulder.

"Welcome to the Batcave."

**Several Hours Later**

After waiting impatiently, the last two members of the League, Flash and Green Lantern, arrived at the manor and were led to the Batcave by Alfred.

"You're late." Was all Bruce said.

"Good to see you too." Replied the Lantern sarcastically.

Wally noticed the T-Rex. "Hey, that's a giant dinosaur."

"And I thought Batman was the detective." Said Alfred. Ben decided that he liked the aging butler.

J'onn spoke as Flash rejoined the group. "We were just speculating why the Thanagarians are really here."

"Obviously not to protect us." Said Clark.

"But if the Gordanians aren't anywhere near Earth," said Wonder Woman, "why do they need to build that force field?"

"If it is a force field." Said Bruce.

"If I could get a look at their technology, maybe one of my brainy aliens could figure it out." The League turned to look at Ben, who shrugged. "I have hyper-intelligent transformations, so sue me."

"I can tell you what it is."

The seven heroes turned in shock to see the traitor, Shayera Hol, emerge from the shadows.

Clark pulled off his glasses. "You've got a lot of nerve showing up here."

"We should thank you," said Diana, "it saves us the trouble of hunting you down."

Before anyone else could say more, a bright green light flashed.

"FOURARMS!" an eight-foot tall, red creature jumped over their heads and grabbed the traitorous Leaguer. Two of his muscular arms grabbed her own, while his other two wrapped powerful hands around her throat.

"I didn't come here to fight," Shayera gasped, "I came to help."

"Hawk-people all over the planet?" asked Flash sarcastically, "Martial law? I don't think we need any more of your help."

Shayera looked at Fourarms with a pleading look in her eye. He let go of her throat first, but before he let go completely, he growled to her. "Make a wrong move, and I rip your wings off and make you eat them." Then he let her go.

Shayera stared at him for a moment, then turned to the League. "They're building a hyperspace bypass. When it's active, it'll destroy the planet and everyone on it." She approached Bruce and handed over what looked like a purple video cassette. "Here; this has all the information on the project." Bruce simply glared at her. "Believe me; I didn't know the magnitude of Talak's plan."

Without taking his eyes off of her, Bruce took the device. "We'll check it out." As he turned away from her, he said, "There's the door." Wonder Woman, Flash, Superman and the Martian all walked past without making eye contact with the Thanagarian. Fourarms stayed where he was, not trusting the alien to not stab his friends in the back any more than she already had. Then he blinked. When had he decided that these people were his friends? True, they were all heroes, and they were willing to give their lives if it meant saving someone else, but when did he trust these people enough to call them his friends? Maybe he was just reaching out for friends after his loss.

Fourarms was so lost in thought that he didn't notice Shayera and John talking to each other. Before Shayera left the Batcave, she handed John a green ring. When she was gone, Ben returned to normal.

"She didn't propose to you or something, did she?"

John shot him a mild glare, then slipped the ring onto his right hand. A green glow surrounded his body, and then he began to levitate off the ground.

"Okay, that's pretty cool." Ben admitted.

The two heroes joined the others, who were watching a simulation of the effects of the hyperspace bypass. They watched as a simulated Earth was consumed by a bright, crackling energy.

"Ingenious." Batman muttered.

"Yeah, I'm impressed," said Superman, taking off his glasses again, "let's go wreck it."

"How?" asked Green Lantern, "It's behind a force field."

Before anyone could come up with a response, a bright green flash went out, and a squeaky voice shouted, "GREY MATTER!"

A six-inch tall, gray alien with a bulbous head clambered onto the arm of Batman's chair, then leapt to the keyboard. He jumped from key to key, as familiar with the technology as if he'd been using that computer for years.

"The bypass is too dangerous to have a crew maintaining the force field on-site. They would probably be keeping it active via broadcast signal, most likely on board the command ship." Grey Matter hit a few more keys, and brought up an image of the Thanagarian flagship and highlighted a particular section of it. He jumped off of the keyboard and transformed back into Ben, with a smug smile.

Batman glanced at the teen, then looked at the League. "Go shut it down." He ordered. "I'll take care of the bypass."

"That thing's the size of a city," exclaimed a skeptical Flash, "what are you gonna do, throw a batarang at it?"

Batman didn't even blink. "Something like that." He got up and headed to where his spare costume was located. "Proximity sensors were triggered a moment ago. Suit up."

The heroes who wore costumes merely took off their clothes, since they were wearing their costumes underneath. J'onn merely shapeshifted into what he commonly appeared as, and Ben activated the Ultimatrix.

After selecting the alien he wanted, he used his catchphrase, more out of habit than choice. "It's Hero Time!" and slammed down the dial. In a bright green flash, he was replaced by a creature with a body that seemed to be made of blue stone, save for his arms, head and the two spikes coming out of his shoulder blades, which were made of diamond. "DIAMONDHEAD!" the alien announced.

The rest of the League quickly returned, with Flash wearing a mischievous grin. "Seriously? 'It's Hero Time'? And you're giving us grief over corniness?"

Diamondhead merely looked away. "Shut up." He said petulantly.

"Get ready to ambush them." Batman's glare dragged them back into their current predicament.

All of the heroes went into the shadows just as the door to the manor exploded inwards. Two dozen Thanagarian soldiers marched in. Two of them were armed with heavy cannons, while the rest wielded swords, spears, axes and maces.

Their leader barked out orders. "Spread out," he said, "they're hiding here somewhere."

Before the hawk-people took another step, a green blade sliced through one of the cannons, while several large spikes of diamond pierced the other weapon, rendering it useless.

"Who's hiding?" Diamondhead smirked as he and the League emerged from the shadows.

"Come and get some." Green Lantern's eyes glowed with emerald fire, then he lifted off the ground, avoiding Thanagarians attempting to kill him, while blasting one of them in the face with his power ring.

Wonder Woman used her lasso to catch one alien by the ankles and swung him towards the Manhunter, who simply stuck his arm out, catching the bird-man in the head. Flash weaved through the soldiers, hitting them at high speeds, then rushing away.

One Thanagarian drew a bead on the speedster with his pistol, but Superman crushed both the weapon, and the soldier's hand. As he cried out in agony, Superman said, "Let's use our indoor voice." He then punched the Thanagarian into a stone wall.

Two more Thanagarians were pursuing the Flash, but he avoided every shot they fired. He zoomed around them and spun his arms fast enough to create a small tornado. The twister blew them into the bottom of the giant penny, which collapsed on top of them, tails-side up.

Flash ran on top of the penny. "Tails," he quipped, "I win."

Batman swung from the ceiling on a grappling line, kicking one soldier in the face. He let go of the line to land on the ground. As he did so, he threw three batarangs into the chest armor of three Thanagarians. The blades didn't penetrate, and the warriors hovered in the air with a look of contempt on their faces.

"Your weapons are pitiful." One gloated. None of them noticed the blinking red light on each batarang.

"Wait for it." Behind the Dark Knight, hundreds of eyes glowed in the darkness. Hundreds of bats swarmed the Thanagarians, attracted by the signals emanating from the batarangs. The soldiers were quickly reduced to unconscious, bleeding wrecks.

Diamondhead found an easy fight with his opponents. Their weapons couldn't penetrate his diamond body, and when he shifted one of his arms into a diamond blade, he easily destroyed their weapons, and he was strong enough to easily knock them out.

Soon enough, the fight was over. After tying up the aliens, the seven heroes walked out of the Batcave and back into Wayne Manor. They found Alfred sweeping up the shattered remains of the front windows.

"Mind the glass, sir." He warned calmly, as they left.

Batman turned to Green Lantern. "I want you, Superman, Wonder Woman and Diamondhead to go to the command ship, and shut down the force field."

"And the rest of us?" J'onn gestured to Batman, Flash and himself.

"You're going to help me retake the Watchtower." Diamondhead remembered Batman telling him about the League's advanced space station, in orbit around the planet.

"It's crawling with Thanagarian soldiers," Flash pointed out, "how're you planning on getting inside?"

"With that." Batman pointed outside, where the shuttle that the Thanagarians had arrived in lay waiting.

"Good luck, guys." Diamondhead slapped the Ultimatrix symbol on his chest. "JET RAY!" he cried out as he turned into the manta-like alien. He and the other three heroes flew out towards the direction of the Thanagarian fleet.

…

Batman, Flash and the Martian entered the alien craft. J'onn spent several minutes examining the controls.

"Well?" Batman asked.

"I have no idea how to fly this vessel."

"What's this do?" Flash asked as he pressed a button. A beam of energy fired from the ship, making a fairly large hole in the side of Bruce's house.

Batman moved his face very close to Flash's. "That's. Not. Helping." Batman said through gritted teeth.

J'onn looked up. "I need one of the hawk-men."

It took a few minutes, but Batman brought up their leader, whose name was Kregor, and was one of Talak's chief advisors, and slammed him into the side of the ship.

"You think I'll tell you anything?" Kregor sneered. "I'd sooner choke on your bones."

"Okay by me," said Flash, cocking back his fist, "can I start with these?" J'onn stopped him before he actually struck.

"We're running out of time," the Martian said, "I'll take the information from him."

"I thought you couldn't read their minds?" Flash asked his telepathic friend.

The Martian's eyes glowed as he gripped Kregor's head. "I'll just have to try _harder_."

Neither Batman nor the Flash could see what J'onn was going through in the Thanagarian's mind, but somehow Kregor's mental defenses were strong enough to affect the Martian's physical body. Slash and claw-marks appeared all over him, and his cape, which was just skin shapeshifted to look like a cape, was torn to ribbons. However, this didn't last long. After only a few more moments, J'onn released his hold on Kregor, stumbling slightly. His wounds immediately began to fade.

"I… I have what we need." J'onn clearly did not enjoy what had just happened.

A few minutes later, the Thanagarian shuttle lifted off, heading towards the Watchtower. As it left, Alfred stepped out onto the yard. He spotted Kregor lying on his side, a small stream of drool falling from a corner of his mouth. It was possible that J'onn's mental attack had left him comatose.

Alfred, remembering how the alien had struck him when he and his ilk had intruded upon the Wayne household, merely glared and said, "I'll have to ask Master Bruce to not leave trash in the yard."

**Watchtower**

As the stolen shuttle neared the Watchtower, J'onn shapeshifted to look like Kregor. Activating the communication systems, he spoke in Kregor's voice.

"Shuttle Elipson-sixteen, requesting entry." He sent a code to the waiting Thanagarians. "Confirm docking code."

"Docking code confirmed." Came a response as the Watchtower's docking bay opened. "You are clear to come aboard."

When the shuttle landed, 'Kregor' stepped down the ramp towards a pair of waiting Thanagarian guards.

"We weren't expecting you, sir." Said one in surprise.

"There's been a change of plans." Said the Martian, as he shapeshifted into a creature that resembled a blue Cyclops.

He quickly subdued the two guards, but more entered the docking bay. One prepared to open fire, but he was disarmed when a batarang disabled his weapon, and Batman punched him in the face with an electrically-charged set of brass knuckles. The rest of the Thanagarian garrison was swiftly defeated by Batman, the Flash and the Martian Manhunter.

**Thanagarian Fleet**

It was quickly apparent to Jet Ray, Superman, Wonder Woman and Green Lantern that they had been detected. They might have been tipped off by a swarm of fighter-craft surrounding the flagship that was hundreds strong.

"Pretty bad odds." Commented Wonder Woman.

"For them, maybe." Was Jet Ray's response.

Superman agreed. "Yeah. They don't stand a chance."

To say it was a battle would have been a lie. It was a beat-down. Superman and Wonder Woman simply flew through the fighters, their enhanced durability allowing them to be unaffected by the impacts, while leaving a trail of falling wreckage behind them. Green Lantern and Jet Ray took down any stragglers, the energy attacks used by both Jet Ray's neuroshock blasts and Green Lantern's power ring easily cutting through the metal of the fighters.

Most of the fighter pilots saw Superman and Wonder Woman as greater threats, and focused their attacks on them. Nobody on the outside seemed to notice Green Lantern cut his way through the hull of the flagship and make his way inside.

**Watchtower**

Batman, Flash and the Martian Manhunter stood over the unconscious bodies of the last Thanagarians on the Watchtower.

"Okay," said the Flash, "the Watchtower's ours again." He ran over to Batman, who had been using one of the computers while the other two had been fighting the soldiers.

"So where's your secret weapon?" He asked the Dark Knight.

"You're standing in it."

Flash's eyes widened. "Wait… you mean we're gonna…"

"Take the Watchtower out of orbit and drop it right on top of their little science project." Finished Batman. He gestured to the fallen Thanagarians. "Get them to the escape pods."

As the heroes dragged the soldiers away, the Watchtower's engines pointed the massive station towards the coordinates that Batman had programmed into the navigational systems. The three moved as quickly as they could to get the Thanagarians to the escape pods. Thanks to the Flash, it was quick work.

"Are these the last of them?" asked J'onn.

"Yep," said the Flash, as Batman began to silently back out of the pod, "the 'tower is completely pest-free."

"Good." Was all Batman said as he pressed the launch button. The doors closed and the pod launched, with Batman still on the Watchtower.

Flash and the Martian rushed to the communicator. "What are you doing!?" demanded J'onn.

"I can't risk having the Watchtower burn up on reentry. I'll have to guide it in manually." Batman paused for a moment. "Gentlemen, it's been an honor."

The heroes in the escape pod bowed their heads in sorrow, knowing that Batman had just consigned himself to death.

**Thanagarian Flagship**

The first that anyone knew that John Stewart was aboard the flagship was when he burst through the lower decks, blasting any Thanagarian in his way. Using security cameras, the soldiers on the bridge, including Hro Talak, could see what the Green Lantern was doing, and where he was going. At the sight of the human's face, Talak ground his teeth. He hated John Stewart. That man had stolen the love of Shayera Hol away from him. She had even betrayed her people, warning the Justice League of their plans, and even giving the Lantern back his ring. For her treason, she had been imprisoned in the brig. He had tried to reason with her, told her that the only way for their people to survive was if the humans died. Instead, she had decided that Earth's people were more deserving of her love. One person on Earth in particular.

"Intruder alert!" one of the bridge officers cried into the ship-wide communication. "All security teams to engineering!"

"Belay that!" barked Talak, as he strode towards the door, his axe in his hand. "Green Lantern is _mine_."

Had Talak stayed on the bridge for a few minutes more, he would have seen Wonder Woman slam a fighter through the hull surrounding the bridge. She quickly flew through the hole that she'd created, followed by Jet Ray. After subduing the bridge officers, Diana picked up a sword and marched through the door, followed by Jet Ray. Unfortunately, there were two separate paths leading towards engineering.

Wonder Woman looked at her alien friend. "You ready?" she asked.

"Give me a second." Jet Ray slapped the Ultimatrix dial on his chest. In a now-familiar green light, Jet Ray was replaced by an enormous, brown and tan dinosaur that stood on two legs. "HUMONGOSAUR!" he yelled.

Diana smirked. "Flash would love that one."

Humongosaur grinned back. "I'll bet." He looked at the forked path. "Whaddya say? You go left, I go right?" Diana nodded. "Great. Let's see who gets to the shield control thingy first."

Wonder Woman gave a small laugh. "You're on." Giving an Amazonian war-cry, she rushed down her path. Not to be outdone, Humongosaur let out a roar and charged down his own hallway. Woe to any Thanagarian in their way.

…

Wonder Woman found the Thanagarians to be fierce opponents, but she could still take on small groups of them without much trouble. As she defeated one group, she noticed a door covered with irregularly-placed bars. Behind the bars, and inside of a force field, stood Shayera Hol. Once known as Hawkgirl, she had been one of Diana's best friends. But she had spat on that friendship, and Amazonians do not take kindly to traitors.

"I should leave you to burn." The Amazonian princess all but snarled the words. She then raised her sword and slashed it through the controls to Shayera's cell. The bars withdrew into the wall and the force field disappeared. Without another word, Diana marched away. As soon as she was gone, Shayera stepped out of her cell and, after picking up a fallen mace, flew off towards the shield control.

…

On the engineering deck, Green Lantern used his ring to pry open a set of door. Behind them was a large room with a force field, shaped like a pillar, inside of which was a small device with a plunger-like attachment.

"The force field controls." John looked up to see Hro Talak, the Thanagarian commander, land in front of the force field. "That is what you came for, yes? You want it?" he raised his axe into a ready position, "All you have to do is get by me."

"It'll be a pleasure." Lantern raised his ring and sent a beam of energy at Talak, who deflected it with a swing of his axe.

"No." Talak gave a glare. "This won't be like the last time that you took something that belonged to me."

Lantern's eyes narrowed. He knew that Talak was talking about Shayera. "Anything I took was freely offered. Maybe you should take better care of your stuff."

John sent several more bolts of energy at his foe, all of which were deflected. Both flew into the air, with John forming a triangular shield to block Talak's axe. The blow still took a chunk out of the shield. After several more blows, Lantern figured that he would be better off dodging Talak's blows than blocking them. Unfortunately, he still took several hits from both Talak's fist and from the hilt of his axe. One blow in particular knocked him into some machinery, which exploded, giving him several cuts on his face.

Stunned, Lantern couldn't stop Talak from picking him up by the throat. "I've beaten you, little man." Talak raised his axe. "Any last words?"

As Lantern's head cleared, he said, "Yeah; you can kiss my axe!" His ring created a green battleaxe in his hand, and both combatants swung at each other, attempting to overpower the other.

…

Humongosaur crashed through yet another pack of Thanagarians. Aside from a few cuts and bruises, he was doing alright. He wondered how the others were doing. He knew from fighting alongside them that the Justice League knew what they were doing, but in the short time that he'd known them, he had come to care for them. Even brooding Batman. He idly wondered if it was just his grief making him attached again.

As Humongosaur rounded another corner, he spotted another group of soldiers. With a roar, he crashed into them, punching, kicking and even swatting one with his tail. As he was finishing, he noticed another one out of the corner of his eye, a pretty female with long, red hair. As he turned to charge, she held up her hands.

"Wait, please!"

Humongosaur paused. Sure, she had been wearing a helmet the last time he'd seen her, but that voice…

"Shayera?"

The Thanagarian blinked. "Yes, it's me. You're… Ben, right?"

Humongosaur nodded. "Right now, you can call me Humongosaur. What are you doing?"

Shayera hefted her borrowed mace. "I want to help take down the shield controls." She looked down, shame obviously on her face. "And I want to atone for what I've done. Maybe I can never fully repair the damage I've done, but I want to start here and now, before it's too late."

Humongosaur nodded. He could understand wanting to fix a mistake, especially one that had lives on the line. He still hadn't come to terms with what happened. It was too soon.

"Let's go." As he stomped off, Humongosaur looked over his shoulder, "If you stab me in the back, you better make sure it kills me. Otherwise, it'll be the last thing you ever do."

Shayera nodded. That was as good as she deserved. Maybe even better.

They didn't encounter further resistance on their way to the shield controls. Humongosaur had to bend the frame of the walls a little in order to get through, but when he did, both he and Shayera found a horrible sight. Hro Talak had just brought down the blunt part of his axe like a club across Green Lantern's forearm, shattering the bone. With a scream of pain, John fell to his knees. Talak then delivered a wicked uppercut, sending Lantern across the room where he lay very still.

As Talak raised his axe for the killing blow, Shayera called out. "Hro! Enough!" Talak turned. His eyes widened when he saw Humongosaur, but his gaze quickly went to Shayera. The traitorous Leaguer continued to walk toward him, until they were inches apart.

"The fight's over. You're a soldier, not a murderer."

Talak paused for a moment, then delivered a vicious backhand, sending her to the ground.

"I'm a fool!" he shouted, "For ever loving you!"

He would have attacked her further, but a massive fist filled his vision and sent him hurtling into a wall. When his vision cleared, he saw the enormous creature, panting with rage.

Humongosaur was indeed furious. What was it about Thanagarians that made them treat women so cruelly? First had been the way that they'd treated Diana, now this? Ben had always been taught to respect women, and this stood in the face of everything that he'd been raised with. He wasn't going to let this go! He slapped the Ultimatrix dial on his chest. In a flash of green light, stood a seven-foot tall creature that seemed to be made of a green, plant-like material. His head was a red and yellow flame pattern.

"SWAMPFIRE!" he yelled in a deep, nasally voice. He glared at Talak. "Okay, buddy. Let's go!" with a yell, Swampfire charge at him, fist raised.

Talak flew at the plant creature, low to the ground. With a horizontal cut, Talak's axe sliced clean through Swampfire's leg!

"No!" Shayera was still slightly stunned, but seeing the man that she'd once loved do something so needlessly cruel was too much. She was about to rush into the fight, when something amazing happened. A vine grew out of the stump of Swampfire's leg, and attached to the severed limb, then, with a sickening, sucking sound, the limb reattached! Swampfire stood up, smirked and a fireball appeared in one hand! Talak was so stunned that he didn't have time to dodge. The ball of flame hit him square in the chest, sending him hurtling to the ground. Swampfire thought that was the end of it, but Talak got back up, his face full of rage.

Swampfire figured that he'd have to use something with a little more power. "Time to go Ultimate!" he shouted.

He twisted the Ultimatrix dial on his chest, then slapped it. Four spikes poked out of the circular dial, and Swampfire's body became a gray, wooden color. He became more hunched over in appearance, and several large, blue shells appeared on his head. His face also appeared inside of another blue shell.

"ULTIMATE SWAMPFIRE!" he roared. Raising his hand, he sent a massive blast of blue flame into Talak, who yelled in pain. "Shayera!" he called out. The Thanagarian had been helping Lantern get back to his feet. "See if you can shut down the shield while I keep him busy!"

Shayera and John both nodded. It was now or never.

**Watchtower**

As the Watchtower entered the Earth's atmosphere, Batman struggled to keep the station on course. Activating his comlink, he radioed Superman.

"We're cutting it a little close." He flinched slightly as a flaming piece of debris fell near him. "Have you shut off the force field?"

Back at the outside of the flagship, Superman shot down another fighter with his heat vision before replying.

"Not yet. Where are you?"

"Aboard the Watchtower." Admitted Batman, "Guiding it to target."

"That's insane!" was Superman's worried response. "Get out of there!"

"Negative. I'm staying." Anything else Batman might have said was lost in static.

"Batman!" Without even a backwards glance, Superman flew towards the Watchtower, easily finding it with his enhanced senses, but praying that he would reach it before it was too late.

**Thanagarian Flagship**

Talak knew that he was outmatched. This shapeshifting creature had been powerful before, but this enhanced form, this Ultimate Swampfire, was in a league all its own. It was probably powerful enough to kill him with ease, but he had a suspicion that the creature was holding back.

"Not going to kill me?" he taunted. "Are you too scared to bloody your hands?"

Ultimate Swampfire growled. He was doing his best _not_ to kill him, but this guy just wouldn't stop. He decided to use a little more force. Reaching up, he took a glob of blue stuff out of one of his shells and threw it at Talak's feet. He then sent a small stream of fire at it. The blue slop was extremely explosive, and the blast sent a smoldering Hro Talak slamming into a wall, where he then slid to the floor in an almost cartoonish fashion. After checking to see that he wasn't dead, but still not a threat, Ultimate Swampfire turned around.

"Hey!" He shouted. "How's it coming, you two?"

It had been hard for Lantern to draw up enough willpower to crack through the shields of the controls. He was in so much pain, but he managed to push past it, thanks to his training from both the Marines and the Green Lantern Corps. Once the shield fell, he tried to push the plunger-like device down, but with only one working arm, he wasn't strong enough. That is, until Shayera placed her hand over his, and adding her strength to his own. Together, they deactivated the shields around the bypass.

**Watchtower**

As the fiery remains of the Watchtower plummeted towards the bypass, Batman struggled to remain conscious. The extreme heat of reentry had pushed him to his absolute limit. Sweat rolled off of him in waves, and the only thing that he could still focus on was the targeting path on the computer screen in front of him, which miraculously still worked.

Finally, just when he knew that there was no way that the station wouldn't hit the bypass, did Batman allow himself to pass out. Fortunately, before the impact, Superman crashed through the walls of the station, and pulled both Batman and the seat he was strapped to, to safety. Seconds after they exited, the Watchtower, home and base of the Justice League for two years, crashed into the hyperspace bypass. The entire device, the size of a city, exploded with a force not seen since the atomic bomb was dropped on Japan. Over 200 miles wide, and nearly 20 miles deep, the crater could be seen from orbit.

Superman and Batman, who'd regained consciousness, took a moment to look out over the devastation, before the Man of Steel turned to the Dark Knight.

"Always have to be the hero, don'tcha?"

Batman looked at his friend for a moment, before giving a tired smile. "Right back at you."

**Thanagarian Flagship**

Ultimate Swampfire, Green Lantern and Shayera looked at the crater that was the hyperspace bypass via a viewscreen in the room. Shayera gave them both a satisfied smile before she looked down at the floor with a sad, guilty expression.

_She's realizing what she's done_, thought Ultimate Swampfire; _she's betrayed her entire species. What will she do now?_

Further introspection was interrupted by the appearance of several dozen Thanagarian soldiers that flooded the room. The three prepared to defend themselves, when cries of pain from the back of room caused everyone else to turn. Standing over the unconscious forms of several Thanagarians, bloody, bruised but unbowed, was Wonder Woman!

"Who's next?" she asked, raising her sword. As more of the soldiers began to charge, a voice rang out.

"Stand down!" Charred, bruised and beaten nearly to a pulp, stood Commander Hro Talak. "Lower your weapons." The soldiers quickly obeyed.

"Commander?" one of them asked.

"Our mission is a failure." Talak went on. "There's no more reason to fight. Let them go." He ignored the incredulous looks from both his soldiers and the heroes and limped over to Shayera. "I hope you're proud of yourself. It'll take years for us to rebuild elsewhere."

Shayera stared at him, unflinching. "Then you'd better get started." With that, she, Lantern, Wonder Woman and Ultimate Swampfire marched out of the room. No one made a move to stop them.

**Wayne Manor, the Next Day**

Ben Tennyson and Shayera Hol sat next to each other on the couch, watching the news. The television showed hundreds of Thanagarian ships leaving the planet. The reporter went on to thank the Justice League for what they did to save the world.

_Another thing that's different here,_ Ben mused_, instead of hating heroes, like Will Harangue, the media gives them props. Go figure. _

Shayera turned off the TV and looked at her feet. "They've been in there a long time."

"Yeah," Ben replied, "they have."

They were referring to the League, which was currently having a discussion about its future, and the future of its traitorous teammate, in the dining room. Since she had betrayed them, she had lost the right to voice her opinion on League matters. Since Ben wasn't a League member at all, he had been politely asked to leave.

The two had spent the last several hours talking, Ben trying to raise her spirits, and she spent the time listening to some of Ben's adventures from when he was younger. She had been more than a little surprised to learn that Ben had begun his superhero career at only 10 years old.

Though Ben had been trying to make Shayera feel better, in truth, he'd actually improved his own mood. Talking about the good times from that fateful summer vacation allowed him to remember the other happy times with his friends and family. Maybe he'd never get over it, but at least he knew that he _could_ feel better. At the very least, he knew that he wouldn't try to kill himself again.

Although he was feeling slightly better, he could tell that Shayera was still depressed. She had lost everything. So had Ben, but he had gained a few friends that would support him. Shayera had betrayed those friends, as well as her entire species.

Now here she was, watching her people fly off in defeat, knowing that it was her fault. Without her Thanagarian armor, and all of her other clothes destroyed along with the Watchtower, Bruce Wayne had at least provided her with a pair of jeans, shoes, and a white shirt with the back cut away to allow for her wings.

Ben sighed. "Look, Shayera." The Thanagarian stopped staring at her shoes to look at him. "I know at least part of how you feel. I know what it's like to lose everything." She looked at him, confused. Mustering up his courage, Ben continued. "You may have lost your friends' trust, but at least they're still alive. You can rebuild that trust, as hard as it might be. My friends and family, everyone that I've ever cared about, was killed two days ago." There. He'd said it out loud.

Shayera looked at him in shock. He'd gone through that kind of trauma, and had been thrown into a universe that was completely strange to him, and he'd still risked his life to save a world that wasn't even his?

"I'm just gonna say this," said Ben, "if you hadn't made the sacrifices that you made, there's a good chance that we wouldn't be here today to hear that reporter's annoying voice." Shayera gave a weak smile. Ben put a hand on her shoulder. "Whatever they decide in there, in my eyes, if no one else's, you're a hero."

Shayera gave Ben another smile; this one, however, was genuine.

…

"She exploited our weaknesses, betrayed us…" Wonder Woman had been ranting about what Shayera had done to them, and by this point had probably repeated several of her own points.

"Come on," Flash said, in Shayera's defense, "she was in the ultimate no-win situation; but when push came to shove, she came through for us, just like always."

"She is a pariah to her people." J'onn added. "We are all she has left."

"Believe me, J'onn, I feel for her." Said Superman, "But after everything that's happened, I honestly don't know if I can ever completely trust her again."

Green Lantern looked at the table, silent since the discussion began.

"We're arguing in circles." Said Batman, "It's time to take a vote."

…

"Excuse me Miss Hol," Alfred said as he entered the room. Both Ben and Shayera stood up, apprehension on their faces. "They sent for you."

"Thank you, Alfred." The butler nodded, and walked away. Before she headed to the dining room, she gave Ben a small hug. "Thanks, Ben."

Ben returned the gesture, though it was hard to hug someone with wings. "No problem, Shayera."

As soon as she entered the dining room, Ben quietly went over to the adjacent wall. He hoped to hear what the League had to say. Maybe they'd go easy on her. He jumped slightly when he heard a soft cough. He turned to see Alfred, with a small smile on his lips. Before Ben could explain what he was doing, the butler put his ear to the wall, and gave Ben a wink. Ben grinned, then mirrored Alfred's action.

…

Shayera entered the dining room to find the other six League members standing in a line. All stood with their backs straight and their shoulders squared. Even Green Lantern, whose right arm was in a cast.

"Hawkgirl…" Began Superman.

Shayera interrupted him. "Before you start, I have something to say." She took a deep breath. "I came to this planet as a patriot. I had a mission and I carried it out. What I couldn't know was that I would come to care for the Earth, and her people." She looked at each of her teammates in the eye; even Batman, who looked at her in suspicion, and Wonder Woman, who still gave her a look of contempt. "That I'd come to care for all of you. I've spent the last five years torn between my feelings and my duty. I won't ask you to do the same." Her spine straightened, and some of her old fire returned. "Therefore I am resigning from the Justice League, effective immediately."

She turned and walked towards the door, leaving six stunned ex-teammates behind. Flash recovered fastest and stopped her long enough to give her a hug. She returned it, and whispered in his ear.

"Tell the others to take care of Ben; he needs friends right now."

With that, she let go, and walked out the door. She didn't look back.

"Great," muttered Flash, "no Hawkgirl, no Watchtower; what's gonna happen to the League now? Do we all just walk away?"

"No," said J'onn, "we rebuild. Starting today."

"J'onn's right," agreed Superman, "Earth still needs us, and we'll never let her down. It's our duty."

Green Lantern looked down, still silent.

…

Ben didn't know what to say. He'd known Shayera for even less time than the rest of the League, but he still counted her as a friend, and now she was leaving? He wanted to say something, anything, to get her to stay, but found he couldn't

"Good luck." Was all he'd managed to say. Still, he made sure to give Shayera one last hug before she left. . She was a lot like him, in a way. They'd both had their lives shattered, and now she was going to find her own way in the world. How could he do any less? He wasn't sure if he was ready to be a superhero again, but that didn't meant he couldn't live his life.

As he sat there, thinking about his future, Alfred walked in.

"Excuse me, sir." Ben looked up. "They're ready for you."

"Thank you, Alfred." Ben walked into the dining room. The Justice League was present, minus Green Lantern.

"Now then," said Superman, "What to do with you?"

…

Shayera stood at the edge of the cliff near Wayne Manor. She heard footsteps, but didn't turn around. She knew who it was.

"You never asked how we voted."

Shayera barely glanced at John Stewart before returning her gaze to the sunset. "It doesn't matter."

"So… where're you gonna go?"

"I don't know." Said Shayera after a moment. "Some place where the fate of the world isn't in my hands. Some place where there are no more secrets, no more lies."

"Was it all a lie?"

Shayera turned to look at the Lantern. "I love you, John." She said that with a small smile. "I never lied about that."

After a moment of staring into his eyes, Shayera Hol turned around, opened her wings, and flew off into the sunset.

John Stewart watched her go, until she was too far to see. Only once she was gone did he allow the tears to fall.

"I love you, too."

END


	2. Chapter 2

**DISCLAIMER: I DO NOT OWN BEN 10. I DO NOT OWN JUSTICE LEAGUE. IF I DID, THEN OMNIVERSE WOULD HAVE BEEN CREATED A HELL OF A LOT DIFFERENTLY AND SUPERGIRL WOULDN'T HAVE BEEN THROWN OUT IN THE EPISODE "FAR FROM HOME".**

Ben 10: Unlimited

Chapter 2

In The Interim: Adjustment

Ben Tennyson stood before five of the six remaining members of the Justice League, waiting to see what they were going to do with him. After all, he wasn't even a citizen of this universe. Superman was the first to speak.

"Well, Ben, first we'd like to thank you for all that you did during the Thanagarian invasion. The world needs more heroes like you."

"Hold it." Superman paused at Ben's interruption. "I never said that I would keep doing the hero thing. Before yesterday, the only thing I got out of being a hero was pain. I helped you guys because I didn't know what else to do. Now that the crisis is over…" he let the sentence hang.

"I don't understand," said the Flash, "why _wouldn't_ you want to be a superhero?"

Ben looked J'onn in the eye. "You're a telepath, right?" the Martian nodded. "Okay. Read my mind and look at the memories from two days ago."

J'onn looked confused for a moment, but then his eyes glowed as he did as he was asked. A few seconds later, he rocked back in his seat, a look of horror on his face.

"J'onn?" Superman looked at the other alien in concern, but the Martian just shook his head.

"Two days ago," began Ben, his expression growing dark, "one of my old villains attacked me. Short version: everyone that I cared about, my parents, my grandpa, my aunt and uncle, my cousin, my best friend and my girlfriend all died." Tears began to show in the corner of the young man's eyes. "There isn't a single person on my Earth left for me." He raised his left arm, showing the Ultimatrix. "And it's all because I got this stupid thing attached to my wrist."

The Justice League didn't know what to say. None of them, save for Batman, quite knew what Ben was going through, though it was clear that he blamed himself to a degree.

Superman held up his hands in a placating gesture. "All right, Ben, we understand. Do you think that you could wait outside while we discuss this?"

Ben couldn't speak past the lump in his throat, so all he did was nod. When he left, the League members turned to look at each other.

Flash spoke first. "Well, that kinda ruins the whole 'ask Ben to join the League' plan."

"He has lost everything that held meaning for him," argued J'onn, "it is a wonder that he hasn't completely broken down already."

"I had sensed before that he was in pain," added Diana, "but I had no idea that he'd already endured so much."

"On top of the loss of his family," said Batman, "he found himself in another universe. He was thrown into a battle that he wanted no part of, and he hasn't even had time to grieve."

Superman rubbed his chin, thinking of what to do. "Maybe we should give him that time." The other Leaguers looked at him. "I could take him to my parents' house; give him some space to come to terms. At least it'll get him out of your hair, Bruce."

The Dark Knight merely scowled at Superman's joke.

"That wouldn't be a bad idea, Clark." Diana added. Then her expression grew thoughtful. "Maybe he could meet your cousin while he's there. It might be good for him to meet someone his own age."

Both Superman and Flash nodded in agreement. "Once he starts feeling better, maybe we can show him around. He did say that Metropolis didn't exist in his own universe." Superman looked at the other Leaguers. "Now, if there aren't any other matters, I think that we should adjourn for now."

"Actually," said J'onn, "there is one more matter concerning Ben. When I looked into his mind, I saw one thing that we should all be aware of." He paused, as if unsure of what to say. The others frowned. J'onn was usually very direct in his speech, so for him to dance around a subject was strange. Finally, J'onn spoke.

"You should all know that before he arrived in our universe, he was trying to kill himself."

The others leaned back in their chairs, shock evident in their expressions. Batman was the only one who wasn't surprised, or if he did, he hid it well.

Flash let out a low whistle. "So instead of waking up to see his family, he wakes up in a universe with aliens trying to kill him." He shook his head. "That's rough."

Superman stood up. "I'll have Kara keep an eye on him. I won't tell her about this, but I will make sure that he doesn't attempt suicide again."

The other Leaguers nodded, then began leaving the room; some to their homes, while others went to rooms loaned to them by Bruce. J'onn sent a telepathic summary of the meeting to Green Lantern, while Superman left to get Ben.

…

**Smallville, Kansas**

Superman and Ben, now transformed into Jet Ray, flew just over the cloud layer over Clark's home town of Smallville. Ben hadn't said much since leaving the meeting, other than saying agreeing to going with Superman and saying goodbye to the other members of the League. Superman had been slightly relieved to find that Ben hadn't completely withdrawn into himself after his outburst; he'd given small smiles to each member, even Batman, and had blushed when Diana had given him a gentle hug.

The two aliens had made good time in getting to Smallville; at his maximum speed, Jet Ray could reach Mach 10. Superman could fly much faster than that, but he didn't say so, and he doubted that Jet Ray would care very much right now if he did.

When they landed in front of the Kent family farm, Jet Ray turned back into normal. "Nice place." Ben commented. He didn't mind being on a farm. That meant there would be some peace and quiet. At the very least, no one would be trying to kill him. Probably.

The sun had just started to rise; Ben asked if it was okay to go inside if his parents were still asleep, but Clark laughed. He told Ben that it was rare for his parents to get up after sunrise.

To prove his point, he called out. "Ma! Pa! I'm home!"

A moment later, an elderly man and woman opened the door to greet them. While both were getting on in years, they seemed lively and in good shape. The man kind of reminded Ben of Grandpa Max.

The woman, Martha Kent, walked up to Superman and gave him a hug. "Welcome back, Clark."

Clark smiled down at his mother. "It's good to see you both." He turned his head towards Ben. "This is Ben. I was hoping that you could let him stay here for a few days, a week at the most. At least until we can find a place for him."

Martha looked at the young man. He seemed nice, but his eyes looked haunted, as if he'd seen too much. Jonathan, who had also come forward to see his son, had seen the same thing. He shared a look with his wife, who nodded.

"Sure, Clark," he said, then turned to Ben. "Why don't you let Martha show you to Clark's old room? You look tired; you should get some sleep, then we'll show you around the old place."

Ben gave a small smile. "Thank you, Mister Kent."

As Martha led him into the house, Jonathan turned to his son.

"So, Clark, what's the story with the boy?"

Clark sighed. "Well, dad, it started with the Thanagarians…"

…

Martha had shown Ben around the house, and then to Clark's old room where, after thanking her profusely, Ben had immediately fallen asleep. He did not get much sleep, however, because the same nightmares that had been plaguing him for the last two nights woke him up. After drying the tears off of his face, and knowing that he wouldn't be getting any more sleep than the three hours he'd already gotten, he decided to start his day. He took off his jacket, which he'd fallen asleep in, when he realized that he didn't have any other clothes. In fact, he'd been wearing the same clothes for three days straight. He would have to do something about that.

After he showered, he placed his clothes on the bed, then activated the Ultimatrix. After finding the alien he needed, he slammed the dial down. In a flash of green light, a copper-coated robot stood in Ben's place. Its body was round, and its legs were stubby. Its head was small and had neither a mouth nor neck. On top of its head was a winder, similar to that of an old clock. On its chest was the Ultimatrix symbol.

"CLOCKWORK!" the alien cried in a German accent. "Okay, let's do something about these clothes."

He pointed his hands at his clothes, and a green beam shot out towards them. After a moment, the beam stopped. Clockwork leaned forward to examine the clothes. They were completely clean. He had used his powers of time manipulation to reverse time around his clothes, until they were in the condition they'd been in before he'd put them on three days ago.

Pleased with his handiwork, Clockwork slapped the Ultimatrix dial and turned back to normal. After getting dressed, he walked downstairs. Sitting at the kitchen table, drinking a cup of tea, was Martha Kent.

She looked up in surprise. "Hello, Ben." She said, "I thought you would still be asleep."

"I haven't been sleeping well for the last few days." Ben scratched the back of his neck in embarrassment.

Martha nodded in apparent understanding. "Well, I'm sure that if I found myself in another universe, I would have trouble sleeping too." At Ben's look of shock, she chuckled. "Clark told Jonathan, and Jonathan told me."

Ben smiled. At least he wouldn't have to tell his story again. He was getting kind of tired doing that. His smile grew wider when Martha brought out some pancakes.

"Hungry, dear?"

Ben's smile became a full-faced grin.

…

Ben sat back in his chair with a sigh. He hadn't had a breakfast that good in years. Martha watched him with a bemused smile.

"Good heavens, dear, you must really love pancakes."

"After my grandpa made me eat jellyfish, octopus and bugs for so many years, stuff like pancakes are the food of the gods." His completely straight face told Martha that he was being serious.

Before she could ask for more information, Ben stood up.

"Do you want my help cleaning the dishes?"

Martha stood up as well. "No, thank you dear, but if you do want to help, Jonathan could use some help with some of the farm work. Without Kara around, it can be a little hard for a man his age. He's around the barn; it shouldn't be too hard to find him."

Ben nodded and headed to the door. Just as he reached for the doorknob, he turned around.

"Who's Kara?"

Martha laughed. She'd forgotten to tell him.

"Kara is Clark's cousin. She goes by the name of Supergirl sometimes."

Ben's eyebrows rose. "So she has the same powers as Clark?"

Martha nodded.

"Cool." Ben flashed a grin. As he was opening the door, Martha called out again.

"It's a little chilly out today," she said, "don't you want your jacket?"

Ben frowned and looked at his arms. All he had was his black t-shirt. He turned to Martha.

"That jacket belongs to a hero." He said. "I don't know if I'm ready to be that hero again."

…

_It's a wonderful day for flying_, thought Kara Kent, aka Supergirl. She was heading to the Kent farm from Gotham city, where she'd been keeping her friend Barbara Gordon, aka Batgirl, company during the Thanagarian occupation. Once Batman had returned, she decided to go home before Batman kicked her out of "his" city.

Once she reached the farm, she used her super speed to rush to her room, so that she could change out of her costume. After a quick hello to Martha, she zoomed upstairs. Before she entered her room, however, she noticed something amiss.

Usually, the door to Clark's room was closed. But now, it was partially open. Did that mean that her cousin was home? He usually called her cell phone to let her know when he was back. She walked up to the door and slowly opened it. Everything seemed in order, save for two things. First, the bed was not made to the exacting Kent standards. Second, there was a green jacket with a 10 emblazoned on the left side.

Kara picked up the jacket. It was much too small to be Clark's.

"That belongs to our guest." Kara jumped and spun, seeing Martha in the doorway.

"We have a guest?" suddenly Kara was worried. Clark was always lecturing her about not using her powers in Smallville. She fervently hoped that this guest hadn't seen her flying in.

"Clark brought him here this morning," Martha explained, "before heading back to Metropolis. His name is Ben, and he'll be staying here for a few days."

"Does he know about…" Kara pointed to the symbol on her shirt, the same "S-Shield" that was on Superman's uniform.

"Apparently Ben flew here himself, right alongside your cousin." Martha looked Kara in the eye. "Be nice to him. He's had a rough time lately."

Kara nodded, placed the jacket back on the bed, then headed to her room. She came back out in jeans and a white t-shirt and headed outside. All the while, she was wondering about this Ben person. What was he like? What powers did he have other than flight? Was he an alien like her? Was he also a hero?

She was so lost in thought that she hadn't realized she'd reached the barn until she hit the side of it. Embarrassed, she looked around to make sure that no one else had seen her. She was going to head inside when she heard a deep, guttural voice.

"OW!"

She rushed inside, but then froze. Standing in front of her adopted father was a twenty foot-tall brown dinosaur. It was rubbing its elephantine foot, then glared at a bale of hay. Apparently it had dropped the hay bale on its foot. It stopped when it noticed her.

"Please tell me you're Kara." A flicker of fear showed on its face.

Kara nodded. The dinosaur sighed in relief, then grabbed the hay bale and placed it with the others it had been stacking. Kara noticed the strange, green and black symbol on its chest. What was that?

Jonathan Kent walked up to her. "Quite a sight, isn't he?"

Kara nodded again. Speech had apparently left her.

"Kara, this is Humongosaur." Said Jonathan, pointing to the dinosaur. Then he frowned. "That is what you called yourself, right, son?"

Humongosaur nodded, then stepped away from the hay bales, his job complete. Then he slapped the dial on his chest. Kara covered her eyes as a green flash lit the barn. When she opened her eyes again, Humongosaur was gone. In his place stood a boy about her age, with brown hair and green eyes. On his left wrist was a green gauntlet-like device, with the same symbol on it.

The boy held out his hand. "Hi, I'm Ben. Ben Tennyson."

Kara shook his hand, then frowned. "I thought your name was Humongosaur?"

Ben laughed. "That's only when I transform. Ben is my real name."

Jonathan coughed, causing both teens to look at him. "Sorry," he said, "but I'm going to take a nap inside. Old age is a pain." He grumbled the last part.

After he left the barn, Ben turned to Kara.

"So," he began, "Superman's cousin, huh? Can you fly?"

Kara responded by lifting a few feet off the ground. Ben had a massive grin on his face, showing brilliantly white teeth.

"That never gets old."

Kara tilted her head. "Why are you impressed? Ma said that you flew here with Clark."

Ben nodded. "See this?" he showed her the device on his wrist. "It's called the Ultimatrix. It lets me turn into different aliens, with different powers."

Kara was shocked. She had never heard of such technology. Even the most advanced scientific achievements on Argos, Krypton's sister planet, had never even come close to something like that.

Ben pressed a button on the Ultimatrix, causing the dial to pop up. When it did, a small, green hologram of Humongosaur appeared. Then Ben began twisting the dial, seemingly in notches. With each notch, a new hologram would appear.

Kara pointed at one. "What's he do?"

Ben smiled. "Well, my next chore was to sweep out the barn. This guy'll do fine."

He slammed down the dial. Kara covered her eyes from the green flash. When it died down, she saw a six foot-tall, green and black turtle, standing upright on its back flippers. It had two larger flippers for arms, and a stubby head with no neck. The front of its shell had large holes in it, and the Ultimatrix dial appeared in the center.

"TERRASPIN!" the turtle cried out.

"What do you think?" Terraspin's voice was deep, but it also sounded sleepy, or bored.

"I think you were missed in The Little Mermaid." Kara's tone indicated that she was joking.

"Ha ha." Terraspin walked to the back of the barn, then faced the doors. "You should probably get behind me."

Slightly unsure, Kara walked behind the giant turtle. Terraspin jumped a few feet into the air, then his head disappeared into his shell. His arm-flippers straightened out at an angle, while his feet-flippers joined together, to form a third "blade". All in all, he looked like an "O" had been placed over a "Y". Then the blades began spinning, and huge gusts of wind blew out of the holes in his shell. All of the dust and loose hay on the ground blew out the door. In a few moments, the floor was swept clean.

Terraspin slapped the dial on his chest, turning back to normal. Ben turned to see Kara staring at him, eyes wide.

"That was awesome!"

Ben shrugged, trying to look modest, but that grin wouldn't leave his face. It just felt too good to be appreciated. After that stupid reporter, Will Harangue had used his influence to turn the world against him, he had forgotten what it was like to be liked.

"I'm just glad that I toned down Terraspin's power." He said, "Otherwise, I'd have probably blown the barn down."

Kara gave him a quizzical look. "Have you knocked down barns before?"

Ben's grin turned sheepish. "Well, before I really got the hang of it, I used to cause a lot of damage to buildings and stuff. People don't really appreciate having their car crushed by an alien."

"So where'd you get that thing?" Kara gestured towards the Ultimatrix.

"It's a long story."

"I'll get popcorn?" Kara offered.

"Deal."

…

A few hours later saw Ben and Kara sitting on top of the barn. Ben had been willing to turn into one of his flying aliens but, after getting popcorn, Kara had been a little impatient and had grabbed Ben by the hand and lifted him up to the roof. Ben had been a little embarrassed, but had obligingly begun his story, starting with that fateful summer, when he had found the Omnitrix. He went on to tell her about several of his adventures, the people he'd met, as well as the battles he'd had.

Kara had been like a little kid at story time; neither Superman nor Batgirl told her many stories of their battles. In fact, the only hero that she knew who consistently told stories was Flash, and she was pretty sure that those were exaggerated.

At the moment, Ben was telling her about his first time turning into Rath, an aggressive, humanoid, tailless tiger. Apparently, when Ben turned into that alien, he lost some of his self-control, and became more instinct-prone.

"… and then, when we get to the palace, we give the Tiffin to this big, red alien named Jarod. At first, we thought that everything was all right, but then he picks up the Tiffin, and eats him!"

Kara's jaw dropped. "He _ate_ the baby!?" she screeched.

Ben chuckled, remembering what happened next. "Yeah, we pretty much had that same reaction. I think Kevin fainted. Anyway, I got ticked off, well, more than usual as Rath, then I jumped up to the guy, opened his mouth, jumped down his throat…"

Kara gasped. Ben just laughed.

"I grabbed that little flying whipped cream, and then punched Jarod's teeth out so that I could get us free."

"What happened next?"

"He threatened to declare war on the Lodons if he didn't get his delicacy. And an apology. I reminded him that I had just jumped down his throat; I warned him that if he started a war, I would do it again, and then I'd knit his intestines into a sweater."

Kara started laughing hysterically. After a few minutes, she calmed down enough for Ben to continue.

"Then we got back to Earth, I gave the Tiffin back to his mom, then I threatened to beat the crud out of the ambassador; apparently he knew that the Tiffin was a food offering."

Kara's eyes narrowed. She had never met this ambassador, but she knew that she wouldn't have _threatened_ to beat the guy up; she'd have actually done it.

"And then?"

"Well, they left, and then I finally turned back to normal. Kevin said it was because the Tiffin was sending out some sort of signal that messed with the Omnitrix. Apparently he knew the entire time, but never told us." Now Ben's own eyes narrowed. "And then I turned back into Rath."

"You beat him up?"

"Nah, just scared him some."

Kara shook her head, grinning. "You have the craziest adventures." Then the grin vanished, and she leaned forward, with as serious look. "So why don't you want to be a superhero anymore?"

Ben sighed. He knew that question was coming. He decided to counter with one of his own.

"Do you know what it's like to lose everyone that you ever cared about?"

Kara looked at him for a moment, then looked at her feet. "Yeah, I do."

"What?"

Kara looked at Ben, who had a look of shock on his face. "Did Clark ever tell you about what happened to our own planet, Krypton?"

Ben nodded. It had been a few hours after they had defeated the Thanagarians; since Ben had shared his story with the League, Superman had thought it only fair to tell him his own.

"Well, when Krypton exploded, I was on Argos, Krypton's twin; it had been thrown out of orbit, and was freezing over. We didn't have long before we would all die. Most of us were put into stasis so that there would be food and supplies for the scientists that were working on a way to save everyone else. It didn't work."

Tears began to form in the corners of Kara's eyes, which she quickly blinked away.

"When Clark found me, I was the only survivor; all of the other stasis pods had failed." She looked back at Ben. "What happened to you?"

Now it was Ben who was looking at his feet. "One of my villains attacked my home. My parents, my Grandpa Max, my Aunt Lily and Uncle Frank…" Ben paused to swallow the lump in his throat. "Gwen and Kevin and… my girlfriend Julie. All of them, gone."

Kara fought hard to hold back her tears. While she knew what it was like to lose everyone important in her life, she had had several years to grieve and move on. Ben had only had three days.

The two sat in silence for a few minutes, just watching the sun set. After a while, Kara grabbed Ben's hand again and lowered him to the ground. They headed indoors, where they enjoyed dinner with Martha and Jonathan. Ben shared a few more stories, ending on a high note when he finished his tale of how he had saved the universe from the Highbreed, and then saving the entire Highbreed race from extinction.

After dinner, Ben and Kara headed towards their rooms. It had been a long day, and both felt emotionally drained from their experiences.

…

_Ben had been here before. He remembered coming here, running faster when he saw the smoke. He arrived, hoping that everyone was okay. He saw the blood, and knew that someone was hurt. Then he saw the bodies. He saw the expressions of pain and horror. Then he saw _him_, standing on the ruins of his house, his sadistic laughter reaching his ears once more…_

Ben sat up straight, tears, falling down his face. He looked at the clock. It was 1 o'clock. He'd only been asleep for four hours. He wiped the tears away, then stood. He was wearing a pair of shorts and a white t-shirt that Jonathan had loaned him. He had just gotten out of bed when he heard the door open.

"Ben?"

Kara stood in his doorway, wearing a pink nightgown. Concern was written all over her face. Thanks to her super hearing, she had heard Ben moaning and softly crying in his sleep. After a few minutes, she could no longer take it, and had come to his room.

Ben stared at Kara for a moment, before all self-control abandoned him and he collapsed, sobbing and babbling incoherently. Kara rushed over to him and wrapped him in her arms. She helped him into a sitting position, with both of them leaning against the side of the bed. Ben continued to cry into Kara's shoulder. Kara let a few of her own tears fall, both for those she had lost, and for her friend.

They stayed there for a long time; these two pilgrims of different worlds, united in loss.


	3. Chapter 3

**I DO NOT OWN BEN 10, JUSTICE LEAGUE UNLIMITED OR ANY CHARACTERS CONTAINED THEREIN. THIS IS A NON-PROFIT FAN FICTION**.

Ben 10: Unlimited

Chapter 3

Hero Time

Kara stayed with Ben for most the night, only leaving when she knew that the Kents would be waking up. Though neither had gotten much sleep, both Ben and Kara felt better for the emotional release, and for that, Ben was especially grateful. Though both would later remember the event with a touch of awkwardness, neither commented on it. They were friends; awkwardness was expected every now and then.

The next few days may not have been eventful, but they were just what Ben needed. Every day, he would help the Kents with chores and farm work, usually with the help of his aliens. After he was done, he would hang out with Kara; usually he would show her more of his aliens, or tell her more of his adventures. Every night after the first, he would have nightmares but, fortunately, they were not as severe. After the third night, he was actually able to fall asleep again after the nightmare ended.

Ben had more company than just the Kent family. Superman would visit from Metropolis every other day to check up on him, and the other League members each paid the young man a visit as well, only while in civilian clothes, and only by themselves, to avoid suspicion. Except for Batman. The Dark Knight only called the Kent home once, and only briefly. It was certainly a surprise for Ben. Batman had never seemed the comforting type, so even checking up on him via phone call must have been weird. Still, it did wonders for Ben's emotional state to find out that there were people who cared for him. He wasn't alone.

**Gotham City, The Batcave**

Batman sat at his computer, lost in thought. He had barely left his chair since Ben had left for Smallville. He had even entrusted Batgirl and Robin with more patrol duties to cover for him, much to the surprise of his young partners. He stared at the image on his computer. An image of Ben Tennyson stared back.

Bruce heard footsteps coming from behind him, but he didn't turn around. Years of training had taught him how to recognize the pattern of an individual's footsteps, and even without training, he had heard those shoes against the floor for so many years that he could have recognized their owner anywhere.

"Hello, Alfred."

"You got me again, sir."

"You tried leading with your left foot again." Batman smirked. "It's been awhile since you tried to fool me."

"With all due respect, sir, I was worried that your project concerning young Master Tennyson had distracted you from all else."

Bruce looked up as his butler placed a tray of food next to him. Then he looked at the time. He did need to eat. Bringing his attention back to the screen, he began typing with one hand, while picking up his food with the other. Alfred waited patiently behind him.

"What is it, Alfred?"

"Sir," Alfred began, a hint of trepidation in his voice, "Ben Tennyson is not Bruce Wayne."

Bruce turned around and gave his butler a sharp look. "Are you so sure, Alfred? He lost his family, the girl he loved, everyone who was important to him. How is he not like me?"

"Is that why you are helping him?"

Batman gestured to the computer screen. Under Ben's image was his age, birthday, and every important fact needed in an identity.

"When my parents died, I was left millions of dollars, I was the heir to an incredibly successful company, and I had a home. Ben is from another universe. He has nothing. He doesn't exist in this universe. Not even his hometown exists here. This way, he can at least have an identity. He can have a normal life."

"Will you use this as a bribe to get him to be a hero once more?"

Batman sighed, then looked down. "I'm hoping that he sees it as an incentive to not be."

Alfred looked at him quizzically. "Sir?"

"He blames himself for what happened to his family. He believes that if he hadn't chosen to be a hero, he wouldn't have drawn attention to his family. I can give him a chance to start over, to give up the life of a superhero, if he wants to."

Alfred nodded. "I understand, sir."

Batman resumed typing for a moment, then printed out a piece of paper, which he handed to the butler.

"Call Superman," he instructed, "tell him to give this to Ben before he tries to introduce the kid to anyone."

**Smallville**

It had been a full week since Ben had arrived at the Kent farm, and on the morning of the seventh day, he had a pleasant surprise.

He had slept through the entire night; in fact, he'd overslept. It was almost 10 AM!

Sure, he'd still had nightmares, so he couldn't call his sleep restful. But heck, it sure beat waking up crying at 2 AM!

After showering and cleaning his clothes with Clockwork (he still didn't have any other clothes), he headed downstairs. He was mildly surprised to find Clark at the table, sipping a cup of coffee. He was in his civilian attire, for which Ben was grateful. He had gotten used to people wearing costumes, but still, he thought it looked a little silly.

"Morning, Ben." Called the Kryptonian, "How did you sleep?"

"Better than usual," Ben replied, "though that hasn't been saying much, lately."

"Still having nightmares?"

Ben sighed as he sat at the table. "I don't know if I'll ever get rid of them and, to be honest, a part of me doesn't want to."

Clark tilted his head, confused. "Why wouldn't you want to…"

"Because I'm in another universe." Ben interrupted, "My family never existed here. The nightmares are the only time that I can see them now. I can't even visit their graves."

The two sat in silence for a while, until Clark slid him a piece of paper.

"Batman asked me to give this to you." He smiled sheepishly. "I don't think I was supposed to read it, but I got curious."

Ben raised an eyebrow. "And here I was, thinking you were such a boy scout."

Clark chuckled, remembering Flash saying something similar after the Justice League had defeated their evil, parallel-dimension counterparts, the Justice Lords.

"Never even got my first merit badge."

Ben laughed, then turned his attention to the paper. His eyes widened as he read. It was a short summary of his life. Only, it was not _his_ life. Rather, it was the life of Ben Tennyson if he had lived in this universe. The details on the paper were vague, but Ben realized why. What he had been given was a rough draft of a new life.

According to the paper, his entire family had recently died in an accident (which wasn't entirely untrue), and while he was waiting to receive property that had belonged to his family, he was staying with the Kents, who were apparently family friends.

Ben blinked. Property? What property? He looked over at Clark, who only shrugged.

"Guess he's looking out for you."

Ben smirked. "Aww, and here I thought he didn't care."

Clark's face grew serious. "Bruce might not act it, but he's one of the most caring people on the planet. He once changed the retirement policy throughout Wayne Industries just so one employee didn't have to retire."

"Oh." That eloquent response was all Ben had. While he had figured that Batman wasn't all that Bruce Wayne was, he hadn't realized the guy could be so damn _nice_. Ben would have to find a way to return the favor one day.

After a moment of awkward silence, Clark asked, "So, Ben, other than when you first arrived in this universe, you haven't seen much of Metropolis, right?"

Ben snorted. "You mean Metropolis without Thanagarians invading it? No, not really."

Clark smiled. "Yeah, alien invaders don't really attract tourists. Anyway, I figured that you could use a change of scenery. After all, a week on a farm could get boring."

Ben didn't necessarily agree. For the most part, he'd been pretty happy at the Kent farm. He had no problem helping out since his aliens made chores a breeze, and the Kents were good people. It was only yesterday that he'd found that he had nothing to do. Normally, after he was done with chores, he would hang out with Kara, either showing her some of his aliens, or telling her about more of his adventures; however, her school had reopened, the world starting to resume its normal schedule following the Thanagarian invasion. And that meant that Ben's newest friend had to finish her last few months of high school.

Ben shrugged. "I guess it wouldn't hurt to see what's there. After all, Metropolis doesn't exist back home."

Clark grinned. "Great. I can introduce you to a few friends of mine. You should probably leave a note for my folks; tell them you'll be out for a couple of days."

As Clark got up to change into his costume, Ben quickly ran up to his room, where he grabbed a piece of paper and a pencil. At first, Ben had wondered why those things were in the room, but Clark's parents had later told him that Clark was a journalist. Now it made sense to have those materials. He quickly wrote a note explaining to the elder Kents where he was going, and that he would be back in a few days.

As he was walking out of the room, he paused. He went back to the desk and wrote another note, this one to Kara. It said the same thing as the first, but with one addition.

_P.S._

_Remind me to tell you the story of when I fell into the Fountain of Youth. Trust me, it's hilarious._

_Thanks for being there,_

_Ben_

Before Ben went down the stairs, he slid the note to Kara under her door. By the time he came back down the stairs, Superman was waiting near the door, already in his costume and tapping his foot impatiently. Ben quickly placed the note on the kitchen table and activated the Ultimatrix.

As he cycled through his aliens for Jet Ray, Superman frowned.

"Where's the rest of your stuff?" He asked.

Ben paused, then looked down at himself.

"This is all I've got." He admitted.

Superman mentally kicked himself. Of course Ben wouldn't have anything other than the clothes on his back. Which reminded him…

"What about your jacket?"

"I'm… not sure if I'm ready to put that on again."

Ben turned his attention back to the Ultimatrix. Once he found Jet Ray, he stepped outside and slammed the dial down. There was the familiar green flash, but when it faded, Superman didn't recognize the alien. It was about three feet tall, white with some black on the head and chest, and had three spikes coming out of the top of its head. The Ultimatrix symbol was on its chest.

"DITTO!" he cried. Then he looked down.

"Oh, come on!" Ditto yelled at the Ultimatrix symbol, "You work fine for months, and now you decide to mess up again? What the heck, you stupid watch!?"

Superman was torn between confusion and laughter. Confusion, because he'd never seen Ben turn into something he hadn't wanted before, and laughter because the alien before him looked so harmless.

"Has the Ultimatrix not given you the right alien before?"

Ditto looked up at him. "Yeah, it used to screw up all the time, but Azmuth promised me that he'd fixed it!"

Superman shrugged. "Maybe it just won't happen as often."

Ditto grimaced. "I hope it won't."

Ditto slapped the Ultimatrix dial, and in a green flash, stood Jet Ray.

"JET RAY!" the red alien stretched his wings. "There we go. Much better."

The two aliens flew off at a leisurely pace, not in any real hurry to get to Metropolis. Superman pointed down.

"We're passing over Kara's school; she just waved at us."

Jet Ray looked down, but unlike Superman, all he could see were small squares below. They were several hundred feet up, and he didn't have super vision like the Man of Steel. Still, he hovered for a moment to wave his arm-wing at the ground, hoping that Kara was still there to notice. Superman looked down for a moment, then looked back at Jet Ray.

"She saw. She waved again."

Jet Ray smiled and the two resumed their course. After a moment, Superman turned his attention back to him.

"Who's Azmuth?"

"Creator of the Omnitrix and the Ultimatrix. He's also the leader of the Galvan." Seeing the blank look on Superman's face, Jet Ray sighed. "He's a Grey Matter."

Superman nodded in understanding.

"So, why do you call out your aliens' names?"

Jet Ray shrugged. "I don't know," he said, "I guess the Ultimatrix read my mind or something and gave all of my alien's superhero names."

"Now it's my turn," said Jet Ray, "how did you know that I was having nightmares?"

Superman looked away for a moment. "I got home about an hour before you woke up." Then he tapped his ear. "Super hearing. By the way, you snore."

Jet Ray groaned.

**Metropolis**

Superman guided Jet Ray to his apartment, where Clark quickly changed into his civilian attire. All Jet Ray had to do was slap the Ultimatrix symbol to get back to normal.

Ben took a look at Clark's home. "Nice place." He commented.

"Thanks." Clark replied, "It's not bad for a reporter's home."

"Considering that I was still living at my parents' house until a little over a week ago, this is one heck of a first apartment."

Clark laughed, then went to grab his briefcase, then both headed towards the door. As they were about to leave the apartment, Clark stopped.

"Almost forgot something; be right back." He went into the bathroom for a moment, then came out with a roll of gauze. He tossed it to Ben, who caught it.

"What's this for?"

"To cover the Ultimatrix." Explained Clark. "I don't have any jackets that fit you, and since you didn't bring yours, we need to cover it somehow."

Ben gave a wry smile. He should have known that the Ultimatrix would draw attention; it certainly didn't look like an ordinary watch. He wrapped his wrist up in the gauze, then used a clip to fasten it. The clip and the gauze could be easily removed in case he needed to use his aliens. Ben hoped that he wouldn't need to resort to that, but with his luck, he wouldn't be surprised.

When they left the apartment, Clark hailed a taxi, and the two headed to Clark's office. As they got out of the cab, Ben's jaw dropped. He'd seen this building before!

"You work _here_?" asked Ben as he gestured to the golden planetoid that topped the Daily Planet.

Clark shrugged. "Yeah. Why, do you know this place?"

Ben lowered his voice, so that no one could overhear. "I 'arrived' not too far from here. That building was the first thing I saw."

Clark grinned. "Well, now you have a landmark."

Before Ben could respond, he saw a woman waving at them. Specifically, at Clark. As she walked over to them, Ben saw Clark's eyes light up. Ben could see why. The woman was certainly attractive, with a good figure, long black hair and a cute face. She wore a purple dress jacket and a short, white skirt.

"Hey, Smallville." the woman greeted. Ben blinked. Smallville? She had nicknamed Clark after his hometown? That was kind of weird. Or was it some sort of pet name?

The woman continued. "So, who's your new friend?"

Clark smiled. "Ben Tennyson, I'd like you to meet Lois Lane, head reporter for the Daily Planet."

Ben shook Lois' hand. Both had polite smiles on their faces.

"So, Ben," said Lois, "how do you know Smallville here?"

Ben paused for a moment, remembering what Batman had written down.

"Well, his family and mine were close, so I'm staying with him until I get my place up and running."

Lois looked confused. "Can't your family do that?"

Ben looked down, his good mood vanishing. It was still hard for him to say it out loud. There was a good chance that it always would be.

Clark noticed his young friends' discomfort, so he decided to take over.

"His family was recently killed in an accident, Lois. My family is all he's got."

Lois put a hand to her mouth, then put a hand on Ben's shoulder.

"I'm so sorry."

Ben shrugged. "I'll be okay."

Lois nodded, then turned to address them both.

"Come on, Smallville, we can give the kid a tour of the place."

Clark nodded, then guided Ben inside the building.

…

Ben stared at the huge office. He had always thought that journalists worked in cramped little offices or worked out in the field. This room was bigger than the Batcave! It had high ceilings, a great view of the city, and every reporter there had an enormous desk to work from. Ben figured that this was the five-star hotel of journalism.

After a while, he turned his attention to Lois and Clark. Lois was currently chewing out a redhead named Jimmy Olson, while Clark was trying to defend whatever Jimmy had done. It was actually kind of funny. It reminded Ben of when it was just him, Gwen and Kevin. Usually, it was Ben who had done something wrong, Kevin giving him grief, and Gwen giving Kevin grief over giving Ben grief.

It was saddening to remember that he would never see them again, but it wasn't as soul-crushing as it had been a few days ago. While he had been at the Kent farm, he had told Martha, Jonathan, Kara and whichever League member that was there that day stories of his adventures. It had become his own personal therapy. Each time he talked about it, it became easier to think about without bursting into tears. He still had a while to go, but he was getting better.

While the three Daily Planet employees argued, Ben glanced at the walls. Every three feet or so was a framed copy of their newspaper, the oldest going back several years, which had the first official appearance of Superman on it. Other front-pagers had more stories on either Superman or the Justice League, and all seemed to have been written by either Lois or Clark. Ben smirked whenever he saw Clark's name under a Superman article. It seemed kind of self-aggrandizing.

Further thought was interrupted as a middle-aged, balding man ran up to the journalists.

"What is it, Perry?" Clark asked, seeing the concern on the man's face.

"Bizarro was just spotted heading in this general direction." Judging from the way that everyone tensed up, Ben guessed that Bizarro was a super villain, and a bad one at that. The older man, Perry, continued.

"Lois, Clark, get down there in case Superman shows up. Olson, go with. And you," Perry directed a stern look at Ben, "don't go anywhere and don't touch anything."

"Hey Smallville," said Lois, as she raced to her desk, "you and Jimmy go on ahead, I need to get my stuff."

The two men nodded and ran off.

While Lois was gathering her things, Ben walked up to her.

"So this Bizarro," Ben began, "he's pretty bad, right?"

Lois gave him an 'are you serious?' look.

"Think of a twisted, evil, stupid version of Superman," she explained, "and you'd hit the nail on the head."

Ben swallowed nervously. He'd seen what Superman was capable of, and now there was an evil twin? Just great.

"I'm afraid Bizarro is the least of your worries, love." A voice with a British accent spoke up.

Ben and Lois spun to see a man in a trench coat behind them, his face covered in bandages. Ben blinked. How the heck had anyone missed a guy like that?

"That voice…" Lois began to say.

"Oh, that's so sweet," said the man mockingly, "you remember your old friend Metallo."

With that, the man ripped off the coat and bandages. Ben's eyes went wide. He wasn't exactly sure what he was looking at. It looked like a human man, but most of his torso, right arm and the right half of his face were replaced by gleaming metal. The exposed half of his face looked like a metal human skull, and a sinister green light glowed from the eye socket.

_Now that's just wrong_, Ben thought, _I'm the only one who should have glowing green eyes_.

"What do you want now, Metallo?" Ben had to admire the fearlessness in Lois' voice. "Do you have anything to do with Bizarro coming here?"

"You'd be surprised what kind of distraction Bizarro will make if you offer him a cookie and a chance to kill Superman." The human half of Metallo's face grinned sadistically. Then he began to walk towards them. "But before he dies, I think I'm going to hurt him by killing _you_."

"Ben, run! He's after me, not you!" Lois tried to run to the stairs, but Metallo blocked her.

Ben froze for a moment. _What should I do?_ He wondered. He didn't want to turn into an alien here, there were still people working here, and besides, did he really want to this again? In Ben's mind, if he chose to be a hero again, he'd never stop. But then he remembered all the times that he'd saved people. Had he asked for anything in return? No, he'd only helped people because it was the right thing to do. And since Metallo had less-than-friendly intentions towards Lois, Ben couldn't just look the other way. Still, there was no way that he was giving up his secret identity.

Ben quickly bolted across the room, as were the few other people who hadn't already left. But unlike them, Ben wasn't trying to run. He slid behind a desk, and he was grateful that it had wheels. He began to push.

Across the room, Lois was beginning to lose consciousness as Metallo choked her with his exposed hand.

"You have no idea how long I've waited to do this." Metallo sneered.

"Hey! Tin Man!"

Metallo turned his head to see a very large desk headed towards him, being pushed by what looked like a kid. Honestly, he hadn't seen that one coming. His grip loosened in surprise, allowing Lois to fall to the floor and crawl away. The desk slammed into Metallo's legs, causing him to fall on top of it. The combined momentum carried both the desk and Metallo towards the window. It shattered, sending both desk and super villain plummeting twelve stories down.

As Lois was working on getting air back into her lungs, she noticed Ben trying to do the same. She was more than a little shocked. Ben had attacked a super villain? Not only that, he had knocked him out of a window? She wasn't sure if that was brave or very, very stupid.

Ben stretched his arms and grinned at Lois.

"Well, that takes care of him, huh?"

Lois shook her head. "He's gone toe-to-toe with Superman. A fall like that's only gonna make him mad."

Ben leaned his head out of the shattered window. There was no one else on the street. People had learned years ago to evacuate and seek shelter whenever a superhero brawl was about to commence. Ben could see the broken remains of the desk, and a figure getting up. A gleaming, metal figure.

"Aw, man," said Ben. He looked at Lois. "How mad do you think he's gonna be?"

Lois gave a small, sympathetic smile. "He's going to want to kill you."

_Story of my life_, Ben thought grimly, but outwardly, he only looked worried.

"Uh, I'm gonna go now." Ben tried to act as nervous as possible, while backing towards the stairs.

Lois nodded. "Yeah, I'm going to see if I can get to Superman. He should be able to stop Metallo."

Ben raised an eyebrow. "But Metallo is right outside."

Lois raised a notepad and gave a cocky grin. "I never miss a story on Superman in Metropolis."

Now it was Ben's turn to wonder if Lois was brave or very, very stupid.

…

The two parted ways, with Ben heading out the back door. He cut around the side of the Daily Planet building, where he could see Lois trying to get past Metallo again, with the same lack of success as before, receiving a backhanded strike across the face. Ben scowled, but took a few steps back. He then ripped off the gauze and activated the Ultimatrix. He cycled through his aliens until he reached one of his veteran forms; one that would work perfectly against a machine, and might even be able to help Superman in his own fight.

"It's Hero Time!"

…

Metallo was about to crush Lois Lane. In fact, he was so sure that he would succeed that he was already planning the murder of that kid that had knocked him out of the window. However, he was distracted by a green flash, and the shout of a mechanical voice.

"UPGRADE!"

A figure strode out of the alley. It was vaguely humanoid, in that it had two arms, two legs and a head. The similarities stopped there, however. The back and head of the thing was black and covered and covered with green circuitry. The front was white, save for a strange symbol on its chest. A single eye glowed on its otherwise featureless face. The eye narrowed.

"Okay, ugly," the creature took a fighting stance, "let's go!"

Metallo snarled, dropped Lois and then charged the thing. This was getting out of hand. First that kid, now this… whatever-it-was. Was there to be no end to this interference?

Upgrade leapt at Metallo, but didn't strike him. Instead, his body became more blob-like, and then wrapped itself around Metallo's body!

Lois' jaw dropped. Well, that was new!

Metallo struggled as the alien somehow seeped into every part of his mechanical body. To the outside observer, Metallo appeared to be completely covered in tar and green circuitry. After a moment, Metallo froze, then walked over to Lois, who backed off warily.

"Relax, Miss Lane," said Upgrade/Metallo, "I'm not going to hurt you."

Lois wasn't convinced. "Well, considering that you were trying to kill me a minute ago…"

Upgrade/Metallo shook his head. "That was Metallo, not me. I have control over him now; he can't do anything anymore."

"Who are you? What are you doing here?" Lois might have been afraid, but she was an investigative reporter. It was in her nature to seek answers.

Upgrade/Metallo would have smiled if he had a mouth.

"First off, you can call me Upgrade. Second, I'm just here to help." Upgrade/Metallo looked around for a moment. "I don't suppose you know where Superman is?"

As if in answer to his question, a smoking figure hurtled through the air, crashing through a building behind them; he was quickly followed by a familiar red-and-blue figure. Upgrade/Metallo looked back at Lois.

"Never mind," he said, "I think I know where to find him."

Turning away, two rockets somehow grew from Upgrade/Metallo's back, which in turn sprouted stabilizer fins. Lois blinked. Metallo had never been able to do _that_ before! Upgrade/Metallo gave her a two-fingered salute before rocketing away. Lois smiled. She had what all journalists live for: a new story.

…

Superman was getting annoyed. Bizarro was difficult to deal with at the best of times, but this was the fifth time he'd had to smash the twisted clone through something. Why couldn't he just give up? His musings were interrupted by the sight of Bizarro struggling to his feet. Superman sighed. Maybe the sixth time would be the charm. Before he could move, a bright green beam of energy struck Bizarro in the chest, driving him to the ground again. Superman turned in midair to see what looked like a man made out of black paint and green circuitry rocketing towards him. The only thing that gave away his identity was a familiar symbol on his chest. Before he could say anything, the figure held up a hand.

"Call me Upgrade."

Superman nodded. "So, what's this one do?"

Upgrade/Metallo spread his arms wide. "I can take control of machines, and then make them better. This is what happened when I grabbed Metallo."

Superman's eyes went wide. "Metallo!? What was he doing here?"

"He was trying to kill Lois. Don't worry," he added, after seeing the panic in Superman's eyes, "I stopped him, and Lois is fine."

Superman sighed in relief. "Thank you."

Upgrade/Metallo shrugged. "No problem; I'm just doing the hero thing."

Both heroes noticed Bizarro getting back to his feet.

"What do you say we end this?" Superman began charging his heat vision for emphasis.

"Sure," said Upgrade/Metallo, "let's see just how powerful I can make this guy."

Both of Upgrade/Metallo's arms became cannons. A third, larger cannon grew from his chest, and a small rack of missiles morphed from each shoulder. All of these weapons fired at once, joined by a green beam of energy from his eye, as well as Superman's own heat vision. The combined blast made a considerable crater in the ground, and left a smoking and thoroughly smacked-down Bizarro. The two floated down to street-level.

Upgrade/Metallo froze for a moment, until Upgrade separated himself. Metallo fell to the ground, but instead of collapsing, he remained frozen in the same position.

"What… what did you do to me!?" Metallo could barely get the words out, as his jaw was clenched shut.

Upgrade explained, just as Lois Lane and several other reporters arrived. "Before I left, I shut down every one of your systems except for your mind, your eyes, and your voice box." Upgrade looked up for a moment. "Of course, now I wish that I'd shut that last one off too."

The reporters all laughed, while Superman gave a grin. Upgrade turned to Superman.

"Think you could give a lift? I need to get something."

Superman looked confused for a moment, but nodded and grabbed Upgrade under his arms and took off before the reporters could ask any questions. Superman landed on a rooftop several miles away, where Upgrade looked around for a moment to make sure that no-one could see them. When he was satisfied that they were alone, he turned back to normal.

"I thought you said that you didn't want to be a hero anymore?"

Ben looked down at the streets below. "I was always taught by my parents and grandpa to do the right thing; to help other people to the best of my abilities." Ben grinned and held up the Ultimatrix. "And thanks to this, I've got a whole lot of abilities."

Superman smiled back, but then looked away. "I thought you blamed that watch for what happened to them."

Ben's smile faded. "Maybe I still do. But I do know that they would be disappointed if I didn't do what I believe is right. I don't know, maybe I'm trying to honor them by living up to what they taught me."

Superman nodded, then put a hand on Ben's shoulder. "I do the same thing; I try to live up to what both my Earth parents and my Kryptonian parents taught me."

"Thanks, Clark."

"No problem, Ben." Superman frowned. "So, what was it that you needed to get?"

Ben shrugged. "Something that I left at your parents' house. I'll be back in a couple of hours."

Superman tilted his head. "So, why did you need me to carry you here? You could have just transformed into Jet Ray right there."

Ben stared at Superman for a moment, then slapped his forehead.

"I am such an idiot." He mumbled.

Superman was still laughing minutes later when Jet Ray took off towards Smallville.

**Smallville**

Ben arrived at the Kent farm, still kicking himself over completely forgetting that he could transform immediately. He had flown through an open window in the farmhouse, then transformed back to normal. He walked over to the house and opened the door to the sound of cheering. Confused, he followed the sound to the living room, where he spotted Martha, Jonathan and Kara clapping and celebrating whatever was on television. Ben was embarrassed when he realized what they were cheering about. They were watching him help Superman beat Bizarro on a news report! Apparently there had been a news crew recording the entire fight.

_Oh well_, thought Ben, _at least here I'm getting_ good _press._

Supergirl, courtesy of her super hearing, heard someone come in, even over the volume of the television and the cheers. She turned to see…

"Ben!" she cried. The elder Kents turned to see Kara tackle Ben with a rib-cracking hug. "That was so cool!"

"Kara!" Ben gasped, "Air!"

Kara quickly let go. "Sorry!"

"It's okay," Ben replied as he rubbed his sore side, "just remember that I break easy when I'm human."

"We just saw what you did," Martha said as she placed a hand on his shoulder, "I'm sure that your family would be proud of you."

Ben felt so much pride when he heard that.

"Plus," added Kara, "the way you used Metallo to beat down Bizarro? That was awesome!"

"Thanks, but I think that Clark did most of the work, I just finished him off." Earlier in his superhero career, Ben had often bragged of his accomplishments; now he was more mature, and knew how to be modest.

"Wait, why are you back here? I thought you'd still be in Metropolis." Kara tilted her head in confusion.

"I forgot something here," explained Ben, "and if I'm gonna be doing the hero thing again, I'm going to need it."

He quickly went upstairs, but came back down only a moment later. He was wearing his green jacket. It was a simple change, but it seemed to make him an entirely different person. His eyes seemed to shine, and there was an almost cocky grin on his face.

"Hello, world," he said, "Ben 10 is back!"

**Thanks to all of my reviewers, and to all of the people who gave me a follow/favorite. In answer to some of your questions, yes, I will be including Omniverse aliens. Don't worry, they were the only things that I liked about that show, so I will be putting them in.**

**One person told me that Jet Ray can move at the speed of light; sorry, I don't have an encyclopedic amount of knowledge of Ben 10, but now that I know, I will be adding in something that allows Ben's speedy aliens to move faster: the Speed Force. Another reason that some of Ben's aliens won't be as fast or as powerful as some of the founding Leaguers is because I don't want Ben to completely outshine the other heroes. Aside from Alien X and possibly Way Big (both of whom will make an appearance, trust me), I don't think any of Ben's aliens are as powerful as Superman.**

**Another question asked is why the Ultimatrix hasn't scanned Superman, J'onn or the Thanagarians; I won't do that for two reasons: first, because sandman7734 already did that, and I really don't want to be guilty of taking any more ideas from him. If you don't know what I'm talking about, please take a look at my profile. Second, Ben is in another universe. I don't think that the Ultimatrix has the ability to scan aliens from a completely different universe.**

**A lot of you have asked about the relationship between Ben and Kara. Rest assured, it WILL happen, but come on; Julie has only been dead for about 10 days at this point. Give poor Ben some time to let her go before he moves on!**


	4. Chapter 4

**DISCLAIMER: I DO NOT OWN JUSTICE LEAGUE, NOR DO I OWN BEN 10. HOPEFULLY THIS WILL STOP DARKSEID AND VILGAX FROM GIVING ME DEATH-GLARES.**

Ben 10: Unlimited

Chapter 4

Laying Down Roots

**Metropolis**

Jet Ray made it back to Clark's apartment several hours after leaving the Kent farm. From there, he easily made his way to the Daily Planet building, where he found Clark and, to his surprise, Lois. Clark gave a small smile when he noticed Ben's trademark jacket. Lois, on the other hand, was considerably less happy.

"Where were you!?" Ben could tell that she was more than a little annoyed with him; probably because he'd disappeared near the presence of a psychotic super villain. "After Metallo attacked, I couldn't find you anywhere! What happened?"

Ben put up his hands in a placating gesture. "Sorry, after Metallo got up, and you said that he would probably try to kill me, I freaked out. I got lost for a while, then I wound up at Clark's apartment. I got my jacket, then got directions back here."

Lois' expression changed from worry to skepticism. "How did you get into Kent's place?"

Ben's smile turned slightly condescending as he turned to Clark. "You might want to consider locking up when you leave home, Clark."

It was a lie, of course, but hey, Ben figured that it would make a convincing cover.

Lois turned a glare towards her colleague. "Really, Smallville? I swear, if you were living in Gotham, you'd have been robbed a dozen times over by now."

Clark shrugged. "Well then, I guess it's a good thing that I _don't_ live in Gotham."

Lois rolled her eyes. "Whatever, I need to head home and finish my story on this new guy, Upgrade. After the Thanagarian invasion, the world could use some more heroes." She gave Ben a small smile. "See you around, Ben, and while I'm glad you're safe, try not to do anything stupid anymore, okay?"

Ben gave a grin. "No promises."

After rolling her eyes again, Lois left. Clark began walking back to his apartment with Ben in tow. Along the way, Ben had to ask.

"Does she know about, uh…" Ben quickly placed his fists on his hips, mimicking a pose that he'd seen Superman make in several photos.

Clark shook his head. "No, she doesn't know who I am, and I hope that she never finds out, for her sake; I don't want her placed in any more danger than she already is."

Ben thought about this for a moment; it made sense, save for one thing: it seemed that Lois Lane was already in as much danger as possible. From the stories he'd heard from the Kent family during his stay, Lois was always getting kidnapped, falling off of buildings or getting attacked by super villains. Knowing who Superman was wasn't going to make her life much more dangerous, if at all.

"But… you're in love with her, right?"

Clark's head snapped around so fast that Ben could actually hear the tendons crack. "How could you tell?"

Ben smirked. "Dude, I could see you giving her goo-goo eyes the second she showed up."

Clark scratched his head. "That obvious, huh?"

"Yeah. So, what's the problem? Why not just ask her out? You don't have to tell her your big secret."

Clark looked down at his feet. "She has a thing for Superman."

Ben stopped walking. He blinked several times. "Okay, let me see if I've got this right: you like her, she likes Superman, you are Superman, and therefore Superman must like her too."

Not completely sure where Ben was going with this, Clark only nodded. Ben took a deep breath.

"So why don't you make this easy and _just freaking tell her who you are_!"

Clark opened his mouth to respond, but no words came out; he had nothing to counter Ben's suggestion. Ben pinched the bridge of his nose, his brow furrowed in exasperation.

"Geez, I knew you were invulnerable; I didn't know you were dense!" Ben started walking again.

Clark caught up with him after a moment. "Wait, how do you know about dealing with this sort of thing?"

Ben rolled his eyes. "I told Julie that I was a superhero after our first date. It probably saved me a lot of guilt later on." It still stung to think about Julie, but it was dulled by his frustration with Clark. Were all the superheroes in this universe like this, or was it just Superman?

They continued to Clark's apartment in silence, both lost in thought; Ben, who was questioning the intelligence of the people in this universe, and Clark, who had to think on what now seemed like a very obvious hole in his logic.

By the time they arrived at the apartment, Ben had finished fuming and Clark had finished kicking himself over being an idiot. They were, however, very surprised to find someone sitting at Clark's table, sipping a cup of coffee.

"Hey Clark, hey Ben." A very cheerful Kara Kent waved at them.

"Kara? What are you doing here?" Clark frowned. "Shouldn't you be in school?"

"Check your watch, cousin," Kara smirked, "it's Friday and school ended hours ago."

Clark groaned, while Ben grinned. Apparently, Clark had been so lost in thought that he'd barely been able to get home, much less know the time. When Kara got up to put away her coffee cup, Ben noticed something: she was in her costume. Ben had never seen her wear it before; sure, she was a superhero and apparently all superheroes wore costumes, but he'd never seen Kara in hers. She wore a white t-shirt with the "Super-logo" on it, as well as a short, blue skirt, red boots, white gloves and a short red cape that hung from the shoulders of her shirt.

"Not that I mind your company or anything," said Ben, "but why are you here, Kara?"

"I help out Superman whenever I'm in Metropolis." Kara explained. Then her smile grew impish. "And since you're back in the hero game, I figure I should see what you can do besides lift hay bales."

Ben grinned right back at her. "Oh, bring it!"

Clark smiled. This was certainly an improvement from the Ben he'd seen a week ago; he could tell that he was still upset about the loss of his family, but at least now he had some fire in him again.

"Why don't you two patrol Metropolis for the day; if you need me for anything, just call me."

Ben frowned, not really understanding until Clark tapped on his ear to indicate his super hearing. Supergirl smiled, then went to the window.

"You coming?" she asked.

In answer, Ben activated the Ultimatrix and slammed the dial.

"JET RAY!"

The two aliens flew out the window a moment later. Clark stared after them for a minute, then sat down at the table, his mind drifting back to Lois, and Ben's words regarding her.

**Downtown Metropolis**

"This is so boring!"

Jet Ray looked at Supergirl in confusion. They'd only been patrolling for fifteen minutes, and she was already bored? Maybe it was because she was still a little new to the whole hero business.

"Hey, don't worry about it; in my universe, I'd usually have a couple of weeks worth of patrols behind me before anything happened."

Supergirl looked at him as if he'd grown a second head. "How did you not go insane?"

Jet Ray shrugged. "Usually because I spent that time bugging Kevin."

Supergirl groaned. "But I just want something to happen."

It was at that moment that a large explosion rocked the street, and several armed men ran out of what used to be the front of a bank towards an armored car.

"You were saying?" Jet Ray turned to Supergirl, but she was already rocketing towards the criminals. Jet Ray sighed. The way she'd rushed into the situation reminded him of himself when he'd first found the Omnitrix; he had always acted like he was invincible. Still, he supposed that Supergirl had a right to be a little cocky; as far as he'd seen, Kryptonians were nearly invincible. Still, he decided to keep an eye out, just to be on the safe side.

Supergirl wasn't worried. These were just common thieves, and she was bulletproof. This was an easy chance to show a veteran like Ben her stuff. She landed in front of the armored getaway car.

"Alright boys," she began, "fun's over; drop the money and the guns and I won't have to send any of you to the hospital."

All but one of the thieves looked at each other nervously. The last one, the leader, smiled, much to Supergirl's surprise. Sure, she hadn't been doing this for as long as other heroes, but normally thieves either surrendered or shot ineffectually at her. The only ones who smiled were super villains, or had…

"I knew this would come in handy today." The man's grin grew wider as he pulled out a piece of glowing green rock.

Supergirl's eyes widened as she felt the effects of the Kryptonite. She felt sick and weak. As she collapsed to the ground, she berated herself. She should have known something was up the minute she saw the smile. She should have put some distance between her and them. She should have…

She never finished her thoughts on what she should have done, as a beam of green energy drove a furrow in the street between her and the thieves. Jet Ray swooped in to hover over the small trench.

"Back off, boys. Don't make me hurt you." Jet Ray all but growled the words. He had been content to let Supergirl handle this, thinking that it was only a few thugs, and she did seem to need to let off some steam, but when he saw the light from that stone cause her obvious pain, he knew that it was time to help.

The thugs pointed their weapons at the red manta-ray. They obviously had no fear of any aliens save Kryptonians. Jet Ray had a mind to change that, but he still needed to shield Supergirl from that stone. He slapped the Ultimatrix dial on his chest. In a flash of green light, Jet Ray was replaced by what looked like a gorilla made out of red, blue and yellow Lego blocks. Like nearly all of Ben's forms, the Ultimatrix symbol was displayed on his chest.

"BLOXX!" the creature yelled.

Before the stunned criminals could react, Bloxx leapt backwards. His body extended and connected, forming a dome around Supergirl that protected her from the Kryptonite's harmful radiation. On the inside of that dome, Supergirl rose shakily to her feet as she recovered. She jumped a little in surprise as Bloxx's face constructed itself in front of her.

"You okay?"

Supergirl squinted at him. "Ben?"

"Call me Bloxx." Bloxx's attention drifted for a moment when he felt bullets pelt body. Some of them pierced through, and a few more of those hit Supergirl, but since Bloxx could regenerate and Supergirl was bulletproof, the only thing they needed to worry about was the guy with the Kryptonite.

"What happened, Kara?" Bloxx turned a concerned face at Supergirl. "Why did that rock hurt you?"

"Kryptonite." Supergirl explained. She hadn't recovered as quickly as she'd have liked. While Bloxx was protecting her from the harmful light of the green rock, he also blocked the rejuvenating effects of Earth's sun. "The radiation is poisonous to Clark and I."

Bloxx nodded. "Let me take care of that, then. Think you can take care of the others?"

Kara nodded. "Y-yeah, no problem."

Bloxx noticed the lack of confidence in her voice, but decided to talk to her about it later. Right now there were bad guys who still kept shooting him, and it was really starting to tick him off. Focusing his abilities, two arms grew from the dome, wrapping around the hands of the leader of the thugs and, more importantly, around the Kryptonite that he held. Bloxx's body changed back to his regular form and ran towards the man, ignoring the bullets that continued to hit him, and delivered a wicked headbutt to the Kryptonite-holder. Keeping his hands wrapped around the stone, he stepped back to observe.

Now exposed to the sun's energy, and free from the threat of the Kryptonite, Supergirl attacked with a vengeance. The remaining criminals were out cold in less than a minute's worth of punches and kicks. As the crowd of people that had gathered cheered, and the police arrived to take the would-be bank robbers into custody, Bloxx extended his arms to grab the top of a building and pulled himself up. Supergirl quickly followed.

After a few moments of roof-jumping, Bloxx sat down after making sure that the Kryptonite within him was secure and wouldn't be a risk. Supergirl joined him a moment later. Bloxx could tell that she was depressed. Her face was tilted down, and she was hugging her legs to her chest.

"You okay?"

Supergirl looked up at him. "No, not really, but I don't want to talk about it."

"Trust me," said Bloxx, "we should; it'll do you a world of good. But maybe we should get rid of this Krypto-whatever first." He held up a fist that contained the rock for emphasis.

Supergirl smiled. "Kryptonite."

Bloxx rolled his eyes. "Whatever." Then he slapped the Ultimatrix dial. After the green light faded, Kara saw a green, humanoid gooey creature with a small UFO hovering over its head.

"GOOP!" The creature's voice was squeaky and sounded like it was being spoken underwater. Kara could spot the Kryptonite in Goop's hand, but her eyes widened as she saw the stone dissolve right in front of her!

"Acid." Explained Goop, as if it were obvious. Once the Kryptonite was completely dissolved, Goop slapped the Ultimatrix dial once again, only to turn back into Ben, who sat down in front of her.

"_Now_ do you want to talk about what happened?" Ben's face clearly said that he wasn't going to take no for an answer.

Supergirl sighed. "I messed up. Superman's been teaching me to fight smarter but, I don't know, I just wanted to prove myself, so I ran in without really thinking."

Ben leaned back, surprised. "You wanted to prove yourself? To who, me?"

Kara nodded.

"Look, you don't need to prove yourself to me; anyone who can lift buildings and shoot lasers out of their eyes, and isn't trying to take over the world, has my respect."

"But you don't get it," said Supergirl, "you've saved your entire universe; people still see me as Superman's sidekick."

Ben shrugged. "So what? All that means is that you work harder to show that you're your own person, and eventually people won't see you as a sidekick, they'll see you as a hero."

Supergirl smiled, so Ben took that as a sign that he was getting through to her.

"Now, as for what happened," Supergirl's face fell again at Ben's words, "you would have been fine if that guy hadn't had the Kryptonite. Other than that, you were a little overconfident; it's okay, I was like that for years, and I almost always had to have someone else save my sorry butt because of how I acted. I'm pretty sure that's why the Justice League was founded, so that heroes could watch out for each other."

Kara felt her spirits rise. If Ben could rise above his flaws, then darn it, so could she!

"Thanks, Ben."

Both heroes rose, and Ben patted Supergirl's shoulder. "Well, I learned not too long ago that it's good to talk about this sort of thing with a friend." Then he activated the Ultimatrix and turned into Jet Ray.

"Come on," he said as he took off, "we've only been doing this for a little while; let's check around the rest of Metropolis before we head back to Clark's place."

Supergirl laughed as she flew into the air. "Knowing him, he's probably been worrying since the minute we left."

Jet Ray joined in the laughter as they flew back to Clark's apartment. Unbeknownst to them, however, as certain superhero had been listening in on they had been doing since leaving his apartment, only stopping when he heard his phone ring; his caller ID showed that it was someone who _never_ called.

…

When Ben and Kara arrived at Clark's apartment a few hours later, they noticed Clark with a rather thoughtful expression on his face.

"What's up, Clark?" Kara never liked it when people had that expression; with her teachers, it usually meant extra homework.

"Sorry, Kara, but I've gotta take Ben somewhere; Batman needs him for something."

Ben's eyebrows rose. Batman actually asked to see him? What, did run he run out of bats to chat with or something?

Clark turned to Kara. "I also have some League business to take care of. Do you think that you can handle things tomorrow while I'm gone?"

Kara was shocked. Clark was willing to give her that kind of responsibility, even for one day? She glanced uncertainly at Ben, who gave her a grin and a thumbs-up. Her confidence bolstered by his support, she nodded at Clark. Then she frowned.

"Why are you waiting for tomorrow? Can't you leave tonight?"

Clark shrugged. "I've given up trying to figure out why Batman does what he does."

"You're probably better for it." Ben muttered.

Both Kryptonians smirked, but said nothing. Clark left for his room; it was getting late, and he was getting tired. Kara got ready to return to Smallville; it wouldn't take her long to get back, and Ben was sleeping on the couch. Before she left, however, she grabbed Ben in a crushing hug.

"Thanks for the talk, Ben."

"Kara!" Ben gasped, "Air!"

"Sorry!"

Kara quickly opened the window and flew out, not looking back. She might have wanted to, as she would have found seeing Ben sitting on the couch, trying to get oxygen back into his deflated lungs to be hilarious.

…

The next morning, Ben awoke fairly rested. He hadn't woken up in the middle of the night, though the nightmares persisted. Maybe he was just getting used to them, which wasn't a very pleasant thought for Ben. After breakfast, he transformed into Jet Ray while Superman got into his costume. The two flew in silence for a few minutes, with Jet Ray only slightly behind Superman, since he had no idea where they were headed.

"So, where are we headed, and why are we headed there?"

Superman turned his head towards Jet Ray. "Batman needs you in San Francisco; he said that it was important if you were going to live in this universe."

Jet Ray nodded in understanding. Maybe it was some government thing that was based in that city. If Batman said it was important for him to be there, then it probably was.

Superman spoke up again. "Thank you."

"For what?"

Superman smiled. "First, for what you said about me and Lois; I guess I really needed to have that shoved into my face."

"Does that mean that you're gonna tell her?"

"I don't know; it would be a big step. There aren't a whole lot of people outside of the League who know who I really am." Superman paused for a moment. "But I am giving it more thought."

"Well hey, it's just advice; I just think it might make things easier for you if you want to start something with her."

The two flew in silence for a few minutes before Superman spoke again.

"And I need to thank you for one other thing."

"And what's that?"

When Superman spoke, there was genuine gratitude in his voice. "Thanks for saving Kara, and for telling her what she needed to hear."

Jet Ray's flight wavered for a minute before he could get back on course.

"You know about that? You were there?"

Superman laughed. "I don't need to be nearby to hear a conversation, and I can see through almost anything."

"That must make your day job a breeze." Jet Ray muttered.

"It does. I can't tell you how many times Lois has been mad at me for getting a story before her. Which is one reason why I have reservations about telling her."

"At least she can't kill you; Julie had an alien battlesuit that she could kick my butt with if I did something to make her mad."

Both heroes shared a small laugh. The rest of the trip was in silence, but this time it was a comfortable kind.

…

**San Francisco**

The two heroes landed at the coordinates that Batman provided, which turned out to be an alley. Superman was only there for a minute before he had to leave, saying that Batman had asked for Ben to come alone; plus, he still had a meeting with the other members of the Justice League to go to. Once Superman left, Jet Ray turned back into Ben. He stepped out of the alley to see a limo drive up to him. The window cracked open wide enough to reveal its occupant.

"Get in." said Bruce Wayne.

Ben complied, and the two rode in silence for a while, until Ben couldn't take it any longer.

"Where are we going? Why did you call me here?"

For a moment, Bruce's face stayed in its normal, impassive expression; then his mouth turned in a small smile.

"Your new home."

"What?"

"You'll see."

After a few minutes of driving, the limo pulled into the driveway of a nice house. From the outside, it looked like a normal, two-story home. There was nothing unusual about it. Bruce and Ben walked to the front door, where Bruce produced a key. He opened the door, and Ben's jaw dropped. The outside of the house might have been ordinary, but the inside was not! It looked like the homes of millionaires that he'd seen in movies!

Bruce gestured for Ben to go inside. Further into the house, he saw an incredible living room, complete with a beautiful fireplace and an enormous television; there was a great kitchen, and through a glass door he could see all the way to the San Francisco Bay. He turned back to Bruce, but it took a moment for him to get his ability to speak going again.

"How did you get this? Why?"

Bruce smiled again. "I didn't get this for you, Ben; your parents did."

"Come again?"

"I've been spending the last few days constructing your identity in this universe; birth certificate, insurance, medical records. Everything that you will need if you're going to live here, including your parents' last will and testament."

Ben frowned. "How the heck did you get all of that stuff? I never even told you my parents' names; how could you have written up their will?"

"When you told J'onn to read your mind, he picked up more than just the memory of the two previous days. The pain was so fresh that you'd subconsciously focused on any and all information about your family, in order to keep them close, and J'onn read that too."

Ben's frown deepened. "Okay, next time I see that guy, he and I are going to have a little talk about personal boundaries."

Bruce shrugged. "It got you a home faster. Does it really matter now?"

"I guess not." It didn't mean that Ben was any more comfortable with the idea of someone seeing all of his personal information, though.

Bruce smiled, the turned around, heading for the door. "Take some time off. See what's around the city; after all, if you are going to live here, you'll need to see what you need to protect." He paused in the doorway. "Oh, I almost forgot; here's something else that you'll need."

He handed Ben a small package; inside was a cell phone, a couple of bank cards and a drivers license. Ben looked at Bruce curiously.

"Another gift from 'your parents'. The cell phone has the numbers of everyone in the League, as well as the Kents'. The bank is a few blocks away. You might want to see just how much money you have; I have a feeling that you won't have to work for a long time."

With that, he closed the door. Ben stood frozen for a moment, then jumped in the air.

"THIS IS AWESOME!"

Bruce, who had been about to enter his car, heard the shout and allowed himself a grin before getting inside.

…

Ben spent a couple of hours exploring his new home, which included several more televisions throughout the house, a small room with a home gym in it, a large bedroom and a basement. Oddly enough, the basement was the only thing that wasn't decorated; it was just a basement. Ben had no idea why Bruce would leave that room untouched, but he figured that he'd have a use for it at some point.

There were a couple of computers that Ben quickly set up thanks to Grey Matter. All in all, there wasn't anything that he didn't like about his house. Ben smiled. His house. Two weeks ago, he was still living in his parents' house, now he had a place of his own.

After checking out everything in the house, he used his new phone to call the Kent home to let them know what was happening. Though he'd only known them for a week, but they'd become almost like surrogate grandparents to him. When he'd called them, he'd also asked for Kara's phone number to let her know as well, but they told him that Kara had a bad habit of accidentally holding her phone too tightly and crushing it; they did say that they would tell her when she came back the next day.

After that, Ben walked over to the bank; he was curious to find out just how much money his "parents" had left him. Once he did, a security guard had to ask Ben if he was OK. Apparently, he'd spent about five minutes not moving, just staring at the screen on the ATM.

As Ben walked away, he kept muttering to himself. "Twenty million… what, does Bruce keep that kind of money in a petty cash drawer or something?"

Two stops on his way back home were a supermarket and a clothing store. The cashier gave him a funny look when he bought nothing but black T-shirts and jeans, but he'd only shrugged.

"It's my style." He'd said.

Once he'd stocked up his kitchen, and his closet, he went back out to do a little exploring; he'd spent more time out in deep space than actually seeing his own home state, even if it was in another universe. He wandered around the city, not really looking for anything in particular, until he spotted something familiar; a very large sign showing a smoothie. Ben couldn't stop a very large grin from spreading over his face. A smoothie place; considering how many alien worlds he'd been to over the years that didn't have smoothies, he was actually a little surprised to find that this universe had his favorite drink.

He would have gone inside, but a fire truck sped by, its sirens blaring. Ben sighed; smoothies would have to wait. He ran to the nearest alley, then activated the Ultimatrix.

"It's Hero Time!"

…

**One Month Later**

Ben kicked back on his couch, flipping through channels on his TV. He hadn't been that busy over the last few weeks. San Francisco didn't really have much in the way of super villains, not that Ben was complaining. In fact, aside from the occasional accident, fire or robbery, the city was pretty quiet, at least by the standards of a superhero. It was San Francisco, after all, and that city is not quiet.

_Maybe that was why Batman got me a house here_, mused Ben.

Still, he'd become a popular hero; at least, his aliens had become popular. He had no intention of people discovering his secret identity a second time.

Further thoughts were interrupted by a knock on the door. Ben got up, wondering who it might be; aside from members of the League visiting him every once in a while, he didn't really have visitors. Usually, he'd just patrol around the city, then stop by the smoothie joint he'd discovered; it was the one routine from his old universe that he'd held onto.

He opened the door to see Clark Kent and Diana with very serious looks on their faces.

"Hey guys," said Ben, "what's up?"

"Ben," said Clark solemnly, "there's something we need to discuss with you."

**I hope you enjoyed the little bit with Ben and Kara. Remember, before she joined the League, and for a little while after, she was pretty cocky and impulsive; not unlike a younger Ben Tennyson. I can see Ben be in a bit of an informal mentor role for a while, before they really get into any sort of relationship.**

**And now, for some questions that you may have: How did that guy have Kryptonite? Well, in the DCAU, that stuff is everywhere; I'm not surprised that some random criminal managed to get his hands on some at some point. In fact, I'm more surprised that something like that didn't happen more often.**

**Also, how could Bruce Wayne sneak Ben $20,000,000? Well, he was able to fund the original Watchtower without anyone finding out, and that must have cost tens of millions of dollars; I'm sure twenty mil isn't even a drop in the lake for that guy.**

**Stay tuned for "Initiation", same Muffin time, same Muffin channel!**


	5. Chapter 5

**JUSTICE LEAGUE UNLIMITED IS OWNED BY DC COMICS. BEN 10 IS OWNED BY MAN OF ACTION. THAT BACKPACK ACROSS THE ROOM IS OWNED BY ME. THE STUFF IN YOUR ROOM IS OWNED BY YOU… UNLESS YOU STOLE IT, IN WHICH CASE… BAD! BAD PERSON! NO DESSERT FOR YOU!**

Ben 10: Unlimited

Chapter 5

Initiation

**Smallville, Kansas**

Ben stood alongside Martha, Jonathan and Clark Kent, cheering for the graduating class of Smallville High School. Their applause was specifically directed at one graduate that wasn't exactly normal. It was with a grin of self-satisfaction that Kara Kent accepted her High School diploma. After the graduation ceremony, Kara rushed over to her family and friend.

"Thanks for coming, Ben; it means a lot that you came here."

Ben smiled at her. "Hey, on a day as important as today, how could I miss it?"

She had been pleasantly surprised to find Ben attending her graduation. He had apparently been trying to stay hidden in order to surprise her, but it's rather difficult to hide from someone with superhuman senses.

After receiving hugs from all four of her personal audience, the Kent family plus one returned to the farm. Most of Kara's graduating class was planning a party later that night, but Kara had a much bigger event to attend. Clark and Kara went upstairs to get into their costumes, while Ben began cycling through his various aliens. Upon finding the form he wanted, he slammed the dial of the Ultimatrix. Superman and Supergirl came back down the stairs in time to be greeted by the familiar flash of green light.

"SHOCKSQUATCH!"

The alien that Ben had turned into looked like a large ape, and had primarily yellow fur, with black fur covering the forearms, lower legs, waist and head. The face, feet and hands were grey-skinned, and a yellow, trident-like crest emerged from its forehead. The Ultimatrix symbol appeared on a belt around his waist.

Supergirl gave a thumbs-up, while Superman chuckled.

"You're going to make quite the impression with that one, Ben."

Shocksquatch shrugged. "Hey, if you're gonna meet people, make sure that they don't forget ya, eh?" Oddly enough, the alien spoke with a Canadian accent.

Martha Kent approached Superman. "Now, Clark, you take care of your cousin and Ben, all right?"

Clark smiled at his mother. "Don't worry, Ma, they're gonna do fine."

Martha smiled back, then rejoined her husband at the table.

"Have fun, kids!" Jonathan waved at them. The three heroes nodded, and Superman put a finger to the communicator in his ear.

"We're ready."

A white light surrounded the trio, growing brighter by the second. When it became too bright to look at, it cut out altogether. When the light disappeared, the heroes disappeared with it.

**Three Months Ago**

"_Ben," said Clark solemnly, "there's something we need to discuss with you."_

"_Sure." Ben felt a little uneasy as he let Clark and Diana into his home; both of them seemed very serious, almost grim. He tried to remember if he'd done something wrong. Had he broken some law, or disobeyed a rule that superheroes had to follow? So far, no one had mentioned any wrongdoing on his part._

"_What's going on, guys?" Ben gestured for the two heroes to sit at his table, which they did._

"_There's something we need to ask you, Ben." Diana looked briefly at Clark, who nodded at her. "Do you remember what happened the day after we defeated the Thanagarians?"_

_Ben shrugged. "I remember getting a little snappish with you guys; sorry about that, by the way."_

_Diana smiled. "It's perfectly understandable, given what you went through; however, before we found out what had happened to you, we had been planning to offer you membership in the Justice League."_

_Ben's eyes widened. He remembered Superman telling him that the world needed more heroes like him, and then interrupting him; had he really been about to offer him League membership? Looking back, Ben realized that immediately taking them up on that offer would have been a bad move; he had needed the time to grieve, which had led to him staying at the Kent home for a week._

_Clark took over for Diana. "I know that it still hasn't been that long for you Ben, but we'd like to extend the offer again: will you join the Justice League?"_

"_Absolutely." Clark and Diana were slightly taken aback by Ben's lack of hesitation._

"_Are you sure that you don't want to think about it?"_

_Ben smiled at them. "Aside from me, the only other real superheroes in my universe were Gwen, Kevin and Professor Paradox." Ben decided not to mention the Galactic Enforcers; those guys were decent heroes, but they could be downright silly. "Joining the Justice League is a chance for me to be part of something greater, to do more to help people; how can I refuse?"_

_Thanks to her empathic abilities, Diana could feel the resolve in Ben's spirit, just as she could feel the pride in Clark's. She felt the same pride for this young man; he had been hurt badly, but he was still willing to fight on. Any Amazon would have been proud to fight alongside someone like him._

"_So," said Ben, rubbing his hands together in anticipation, "when do we start? I'd love to start smacking down some supervillains right now."_

_Clark laughed at his young friend's enthusiasm. "Not yet, Ben; actually, we invited you pretty early, as sort of a thank-you for helping us during the invasion. In about another couple of months, we'll start sending invitations to other heroes around the world; then, we'll bring them all up to the Watchtower."_

_Ben tilted his head. "Wait, I thought the Watchtower was destroyed."_

"_It was, but we're in the process of building a new one; it'll be better than ever, and can be a permanent home for any full-time heroes."_

_Ben grinned. "Cool. So, who else are you inviting? How many other heroes?"_

_Superman shrugged. "Batman is still looking over his files on them to see who's qualified, but I can tell you that there'll be a lot."_

_Diana interrupted him. "And _I_ can tell you that you were the first on the list of candidates."_

_If someone had told Ben that a few years ago, he would have let that sort of pride go to his head. Now however, he only felt honored. He was going to be part of something bigger._

**The Watchtower**

The light of the teleporter faded, and Shocksquatch, Supergirl and Superman stepped out to see a massive room. It looked like it could have held at least a few hundred people! Shocksquatch and Kara looked around, impressed with what they saw. Superman smiled at them like a proud father, then waved over the rest of the founding members of the Justice League.

"Glad to have you with us." Green Lantern got a glare from Supergirl for only addressing Shocksquatch, so he grudgingly added, "Both of you."

"Yeah, welcome aboard, you two." The Flash slapped Shocksquatch on the hairy arm. Unfortunately, he got a mild electric shock out of it.

"Sorry!" Shocksquatch rubbed the back of his head in embarrassment. "Guess I'm a little nervous; I built up some electricity without meaning to, eh?"

Green Lantern shook his head. "All right, all of you step off the teleporter; I've gotta go get some more recruits."

The League members, both new and old, walked down the stairs as the teleporter flashed again, sending the Lantern back down to the Earth's surface. Shocksquatch chatted with Flash and Wonder Woman, while Supergirl walked beside her cousin. As they passed by a window, Supergirl stopped to see an amazing view of the world below. Seeing her adopted homeworld reminded her that it was more than just an honor to be a member of the Justice League; it was a responsibility.

"Never gets old, eh?" Supergirl turned to see Shocksquatch watching the Earth below them. "I've been in space more times than I can remember, and even if it's not the same Earth, it's still one of the coolest things I've ever seen."

"Reminds me of what we have to fight for."

Shocksquatch nodded. "All the more reason to get to know the people we'll be fighting alongside; come on, I think some more are arriving now, eh?"

Supergirl followed his gaze, and indeed, there was another glow surrounding the teleporter; more new Leaguers were coming in.

"Come on," said a grinning Supergirl, "let's meet the team."

…

A couple of hours passed, and both Ben and Supergirl had split from each other, talking to the growing number of heroes. Early on, Ben went to find a secluded spot to transform back to normal; even though Azmuth had upgraded the Ultimatrix, he had still refused to give Ben access to the Master Control. That meant that he still needed to let the Ultimatrix recharge, though he could remain as an alien for up to an hour. After letting the watch recharge, he transformed again; this time into Diamondhead. He didn't want to accidentally shock anyone again.

Of the new members he met, he found a few that he immediately liked. First was Steel, who seemed likable enough; apparently he'd created his suit of powered armor as an homage to Superman. Not that that was a bad thing in Diamondhead's mind. Next were Vigilante and Shining Knight. They were a little goofy to him, but they seemed like they knew what they were doing. Last was Zatanna; Diamondhead had a little difficulty talking to her. Not because she was incredibly attractive, though that certainly didn't help, but because she reminded him a little of Gwen. She was smart, kind, had a razor wit and could use magic.

He couldn't quite get over his hesitation with her. _She's not Gwen, so why should I have any problems with her? _Diamondhead tried to reason with himself.

Further conversation was halted when Superman called for everyone's attention. He was standing on a higher level of the room, alongside Wonder Woman, Flash and Green Lantern. When everyone was quiet, he began to speak. Even though he was in the back of the crowd, Diamondhead had no trouble hearing Superman's booming voice.

"Each of you brings something different to the table. Strength, speed, stealth, whatever."

_I can do all of that and more_, thought Diamondhead with a hint of smugness.

"But we're all equal in at least one way. Each of us is willing to make the sacrifices a hero needs to make." Superman seemed to stare right into Diamondhead's eyes. "Even the ultimate one."

_I know that better than most._

"Since there are so many of us, we can do more than just put out fires, both literal and figurative. We can be proactive; we can do some real good in the world, but we're going to have to be organized." Superman pointed upwards, and Diamondhead and several others followed to see a smiling Martian Manhunter. "J'onn will be up here, keeping an eye on everything; he'll be the one to decide who's going where and when. I know a lot of you are used to making those decisions by yourself, but from now on, we have to be more coordinated than that. We can't be cowboys anymore." Superman smiled. "Or cowgirls."

A few of the heroes in the crowd laughed, Diamondhead among them. Out of the corner of his eye, he saw Batman approach a guy in green with a bow and quiver on his back.

"We sent the Lantern for you because you never gave us an answer."

The blonde archer glowered. "Come on, I don't belong up here, fighting monsters and aliens and supervillains. I just help the little guy, and in a big club like this? You tend to forget all about him."

Diamondhead frowned, not really liking this guy's attitude. They were all heroes here; did it matter if they saved someone from a fire, or a giant monster, so long as they were saved?

The guy continued. "So gee whiz, I'm flattered to be asked and all, but no thanks."

Batman's eyes narrowed, but he turned and walked away, saying "Suit yourself." He paused, then turned his head towards the archer. "Those monsters you don't fight? They tend to step on little guys."

It took all of Diamondhead's willpower not to crack up then and there. _Nice one, Bats,_ he thought.

Meanwhile, J'onn had brought Green Lantern's attention to one of the computer screens. "It's some sort of nuclear accident. The sensors are showing a massive release of heat."

Green Lantern nodded. "I'll get down there and try to contain it."

The Martian stopped him from leaving. "That's the odd thing; it's not dissipating. It's moving in a straight line." He looked down at a digital roster of the League members. "Take Captain Atom; he might be able to absorb some of the radiation."

"Right." Lantern agreed, "And I could use some muscle for crowd control."

"Take Supergirl." J'onn raised an eyebrow at the Lantern's unhappy expression. "She's got to start sometime."

"Fine," Lantern grumbled, "but if I'm going in with two new members, I'm taking someone with more experience, too."

"Who did you have in mind?"

"Ben. If any surprises come up, he's the best suited to respond."

The Martian nodded as the Lantern flew up into the air. "Use a Javelin; the radiation's making it impossible for the transporter to get a fix on the location."

"Captain Atom!" Lantern barked, "Kara! Diamondhead!"

"'bout time." Supergirl headed in Green Lantern's direction with a cocky smile.

_Here we go_, thought Diamondhead. The two aliens joined Green Lantern, along with a man in a silver bodysuit with red boots, gloves and an atom symbol on his chest. He gave a nod of greeting to both of them.

As the four walked to the Javelin bay, the Lantern asked, "Any of you ever been to Chong Mai?"

"It's on the State Department's 'no travel' list." Replied Captain Atom, "It's a Class Three felony for American citizens to go there."

"I don't think that country exists in my universe." Captain Atom gave Diamondhead a funny look when he said that, but didn't say anything.

"Is it anywhere near Daytona Beach?" asked Supergirl. Green Lantern only groaned.

As the heroes walked to the elevator, Diamondhead got a good view of the Javelin bay. He'd never seen the League's original Javelin-7 ship, but from what he'd heard from the civilian crew that operated the Watchtower's day-to-day functions, the new Javelins were faster, tougher, and better armed. On the way to their Javelin, Diamondhead noticed the archer guy from before run up to them. Apparently, he'd taken a different elevator.

"You're not gonna leave me on Mount Olympus?" He almost whined the words. Diamondhead couldn't decide if he found this guy funny or annoying. Maybe a little of both.

"You can go back the way you came." Was Green Lantern's response.

"Uh, no. No one's playing pinball with my molecules again."

Lantern rolled his eyes. "All right, we'll drop you off _after_ we're done."

As the team walked up to the Javelin, Diamondhead noticed the archer hesitating. "Come on," he told the guy, "it's just like a road-trip except, you know, without the road." Seeing the guy roll his eyes behind his mask, Diamondhead tried a different tact. "So, I'm Diamondhead, and you are…?"

"Green Arrow."

"You sure you're not Robin Hood?"

"Ha ha. I get that one all the time."

"Ahem!" Both heroes turned to see Green Lantern tapping his foot. They quickly got inside.

As they found their seats, Green Lantern getting into the pilot's seat, Supergirl walked up behind him.

"So, you're gonna let me drive, right?"

"Whoa, wait a minute." Captain Atom had a worried expression on his suit-covered face. "Has she been certified in a Javelin?"

Supergirl sat down and gave him a look. "Why don't you take the stick out, Corporal?"

"It's Captain." Was the huffed reply. Diamondhead snickered while Green Arrow gave Supergirl a thumbs-up.

As the Javelin took off, Diamondhead got a good view of the Watchtower. It was a massive structure, built to hold hundreds of people. It looked like a massive white and gold pillar, with an incomplete ring piercing the top. It was an incredible sight.

As the Javelin headed towards the planet, Green Arrow leaned towards Captain Atom. "Is that a containment suit?"

"Uh-huh. I'm not flesh and blood anymore; just living energy."

Green Arrow leaned back with a frown on his face. "That wouldn't be nuclear energy, would it?"

Captain Atom glanced at him with narrowed eyes. "With a name like 'Captain Atom', what do you think?"

Green Arrow crossed his arms. "I think you're what I marched against back in college."

_Oh, he's gonna be fun to work with_, thought Diamondhead sourly.

**Chong Mai Countryside**

The rest of the trip was silent, but mercifully brief. The Javelin landed in a forest clearing. Green Lantern, Supergirl, Captain Atom and Diamondhead strode out, but paused when they saw several miles of scorched terrain. It looked like someone had focused a nuclear bomb in a straight line through the area.

"Looks like we missed the party." Supergirl remarked.

"Yeah," said Diamondhead, "our invitations must've gotten lost in the mail."

"We'll do recon," said Green Lantern, cutting off any future quips, "if you see anything, don't try to engage."

Captain Atom stood at attention. "Roger that."

Diamondhead facepalmed. _Really?_ He thought, _This guy really is a soldier_.

Green Lantern looked taken aback. "Uh, you can just say okay."

"…Okay." Captain Atom walked off. Supergirl rolled her eyes and sighed, and she and Diamondhead followed.

Green Arrow watched them leave, then took a drink from the water bottle he'd taken from the Javelin. As he lowered the bottle, he noticed a dozen armed men, several of whom were aiming RPG's at…

"Get down!"

The four heroes heard the shout and reflexively sought cover. Green Lantern used his ring to bring up a large shield, just in time to stop a rocket. Bullets and more rockets soon followed. The three others relaxed when they saw that the weapons weren't having any effect on the shield.

"State Department sure was right about them not liking foreigners." Captain Atom said rather coolly.

"It's crazy!" snapped Green Lantern, "No reason for it!"

"I'll give 'em a reason!" Supergirl prepared to take off when she felt a hand on her shoulder.

"Don't do it, Kara," said Diamondhead, "that'll only make it worse."

"He's right," agreed Lantern, "we came here to help them, not to fight."

Green Arrow ran up to them. "So you're just gonna stand there until they run out of RPGs? If this radiation thing is as bad as it looks, there's a lot of people out there that are gonna get fried."

Diamondhead shrugged. "He's also right; hang tight, I'll take care of it."

Green Arrow looked at him skeptically. "What are you gonna do, throw rocks at them?"

Diamondhead grinned, then slapped the Ultimatrix dial. The other heroes shielded their eyes from the flash of green light. When it faded, Diamondhead had been replaced with a tall, black and yellow alien with massive, pointed shoulders, and what appeared like pointy magnets for hands and feet. A metal, green eyed head floated between the shoulders.

"LODESTAR!" when Lodestar shouted, his mouth, if he had one, didn't move.

Green Lantern raised an eyebrow. He hadn't seen this one before. Lodestar pointed his hands at the soldiers. The air became distorted with the waves of magnetic energy that he was generating. When it reached the soldiers, their weapons flew into the air, then shot towards the ground at Lodestar's feet.

"Sorry, fellas," Lodestar said, "But no one can resist my magnetic personality!" Supergirl and Green Arrow groaned. "What? I don't know a lot of magnet puns."

The five froze at the sound of a helicopter. They took fighting stances as it landed and the doors opened, but they relaxed when they saw that the soldiers accompanying an aging general did not appear hostile.

"My apologies for the fireworks," said the general in a too-smooth voice, "Colonel Kim here was just a farmer before the revolution; he doesn't know who you are." He smiled at them, but Lodestar could tell that it was fake. "I'm General Kwan. I am most flattered that the Justice League has honored us with its presence, but I must ask why."

Green Lantern stepped forward. "You had some kind of nuclear accident."

The general waved it off with a smile. "A minor problem. It is fully under control."

"If it's all the same to you…" began Lantern.

"It's fully under control." The General had lost his smile, and his eyes had a dangerous glint to them. "If it's all the same to you."

"Listen," said Supergirl, "we came a long way to help…"

"Your help is not needed here," interrupted Kwan, "thank you for coming. Now goodbye." He made a brisk about-face, then strode off.

After Kwan and his soldiers left, Lodestar spoke. "I'm pretty sure that the odds of him _not_ hiding something are the same as Batman getting a sense of humor."

…

The sun began to set as the heroes went back into the Javelin. Green Arrow went into the back and fumed, Supergirl was doing her best not to break anything and Captain Atom was sitting in a chair, awaiting new orders. Lodestar went into the restroom and turned back into Ben. He wanted to give the Ultimatrix time to recharge, just in case he was needed. Green Lantern was speaking to J'onn on the communication screen.

"I'm telling you, J'onn, it took all the restraint I had not to part that guy's hair with my ring."

"You did the right thing." J'onn's face grew more serious, if that were possible, "but the problem is not under control; it's getting worse."

"Don't you get it?" Lantern turned to see Green Arrow walking up to him. "They don't want anyone to find out about the accident; and they don't care how many of their own people they have to lose to keep it quiet!"

"This isn't your concern!" Lantern gave Arrow a steely glare. The archer in turn merely clenched his teeth, then walked off. John turned back to J'onn. "He does have a point. Maybe the four of us should go back and…"

"No! We can't just do whatever we want; when we formed the League, we agreed with the world's governments that we'd have to respect each government's wishes." The Martian sighed. "No matter what we may think of their policies."

John was about to reply when Supergirl rushed in. "Lantern! Green Arrow's gone!"

"And so is the Geiger counter." Added Captain Atom.

"Man," said Ben, now transformed into Jet Ray, "there's being brave, and then there's being stupid. We better find him before he starts an international incident."

…

It took some searching, but thanks to Supergirl's advanced senses, they located Green Arrow. What they hadn't expected to find was the archer firing explosive arrows at the source of the radiation, which turned out to be a several-hundred-foot-tall robot. A robot with giant cannons for arms, and a metal skull wreathed in flames. The machine was about to vaporize Green Arrow, but was saved when Lantern flew in and picked him up.

"There's some people over by that cliff!" the archer pointed to where some civilians and soldiers had indeed been cornered at a cliff. The only thing stopping them from escaping to the adjacent hillside was an enormous crevasse.

"I'll try to drain it!" Captain Atom flew off, with Supergirl right behind him.

"I'll work on getting those people out of there!" Jet Ray flew in low, before landing at the edge of a cliff. He slapped the Ultimatrix dial.

"BLOXX!" the building-block alien stretched himself out, creating support struts and handrails along the way, until he made a perfect bridge. His head grew out of one side of the bridge and he yelled at the closest man. "Go! Run for it!"

The man in question put a tentative foot on the bridge, but when it held, he smiled and waved the others forward. Green Lantern and Arrow stayed nearby, in case the robot returned from its battle with Supergirl and Captain Atom. As the people ran across him, Bloxx noticed Captain Atom pulling the fiery energy out of the robot. The metal monster tried to attack him, but with more energy drained than generated, it fell to its knees. Unfortunately, Captain Atom must have reached his limit, because a small explosion erupted from his hands, and he fell to the ground.

Supergirl flew down to check on him, then attacked the robot. Surprisingly, it was able to withstand her attacks, then smacked her into a hill. She shook her head to clear it, but instead of returning to the fight, she flew back to where people were still streaming across Bloxx, and lifted a truck full of soldiers to the other side.

In a few colossal steps, the robot was upon them. It was now a race to see what would happen first: whether the innocent people would get to safety, or the robot would vaporize them all. The robot pointed one of its cannons straight at Bloxx and fired. Green Lantern created a shield to block the energy beam, and for a moment, it held. But the shield began to crack, then shattered, just as the last person made it to safety. Even though he was only grazed, the beam's power was more than enough to leave him unconscious and covered in radiation burns.

The rest of the beam, however, struck Bloxx. The bridge shattered, and as it fell into the crevasse, the largest piece reforming into Bloxx's normal form. Before he could turn into something that could fly, he bounced off of the cliff wall and shattered. Before his pieces fell onto the ground below, the last thing he heard was Supergirl's voice.

"BEN!"

…

Ben awoke with a terrible headache. "I've got to stop falling off of high places; it's really bad for my health."

He glanced up. It was completely dark; he must have been out for a while. Then he remembered: he'd shattered into pieces! How was he still alive? Had he regenerated as Bloxx before transforming back? That was odd; usually, he transformed back when he was knocked out. Maybe it was an ability of Bloxx's species or something. He pushed that thought aside; now he needed to find the others. Activating the Ultimatrix, he selected Jet Ray and slammed down the dial.

"ASTRODACTYL!" Ben had turned into what looked like a red pterodactyl with a jetpack. "Okay, Astrodactyl works too, I guess." Activating his jetpack, he flew up and, once he got his bearings, headed towards where the Javelin was. Thanks to Astrodactyl's speed, he reached it in only a few minutes; thankfully, it was still there.

When he reached the base of the ramp, the Ultimatrix dial began to blink, signaling that it was almost out of power. He quickly slapped it, transforming back into Ben.

_Maybe fixing me when I was unconscious drained the power,_ thought Ben, _oh well, it'll recharge soon enough_. Another fun upgrade of Azmuth's was that when the Ultimatrix ran out of power, it only took a few minutes to recharge; if Ben transformed back to normal before his hour was up, it only took about a minute.

He considered waiting for the power to recharge, but then he heard shouting. Concerned, he rushed up the ramp and saw Green Arrow and Captain Atom face-to-face, only barely separated by Supergirl.

"Hey!" she shouted, "There's a giant robot on the loose and we've got a teammate missing, so either stop playing alpha-male smackdown, or I'll take care of this myself."

"Wait, who went missing?"

The three heroes froze, then turned to find a grinning Ben Tennyson leaning against the wall. To Green Arrow and Captain Atom, there was a young man in a green jacket that they'd never seen before. To Supergirl, there was a friend that she'd begun to think was gone forever.

"Ben…" she whispered, then flung herself forward. "BEN!"

Ben prepared himself for another one of Kara's bone-crushing hugs, but it never came. Instead, while she wrapped her arms around him tightly, it wasn't an uncontrollable hug of enthusiasm; it was as if she held him just to make sure that he was real, that he wasn't a ghost. He gently returned the embrace.

"Don't worry," he said soothingly, "I'm okay."

Supergirl let go, then wiped a few stray tears away. "Don't ever scare me like that again!"

"I'll do my best to avoid getting blasted by giant radiation-robots and getting thrown off cliffs." Kara punched him in the arm. "Ow! What was that for?"

Supergirl rolled her eyes, but said nothing. Green Arrow, on the other hand…

"Who the heck are you?"

Ben sighed. "Okay, short version: that shapeshifting guy with all the different powers is me; I can turn into aliens from another universe." Ben tilted his head, as if in thought. "Don't tell anyone, would you?"

Arrow gave a lazy salute. "Superhero's honor."

"So," said Ben, looking around, "where's Lantern?"

The mood instantly changed. The smiles turned into depressed frowns. Captain Atom stepped to the side; lying in the infirmary bed was Green Lantern. His body was covered in bandages. Anything not wrapped in gauze showed cuts, bruises and burns. Ben's eyes widened; he hadn't expected the Lantern to be that injured.

"What do we do now?" Captain Atom's question snapped Ben back to the others.

"Well, we know that a head-on attack isn't going to do squat; we need to find who built it. If they can create something that powerful, they would need a way to stop it, right?" Ben's question seemed reasonable to the others.

"I saw some guys in hazmat suits in the village nearby," said Green Arrow, "They should know something."

"Thought you weren't on the team?" growled Captain Atom.

"Hey," interrupted Ben before another fight broke out, "we could use all the help we can get."

Captain Atom stared at the archer for a moment. "Okay, but I'm gonna be too busy to cover your sorry…"

"Wouldn't ask you to." Came Green Arrow's response.

Ben sighed. He could only hope that the two would stop butting heads; either that, or stay far away from each other.

…

In the smoking ruins of the village, soldiers kept watch over men in hazmat suits checked the area with Geiger counters and muttered to each other in worried tones. They took a step back as Supergirl, Green Arrow, Captain Atom and Chromastone stepped forward.

"What are we up against?" Captain Atom asked a hazmat-wearing man.

When he didn't answer, Supergirl said, "He asked you a question!"

Before the man could say anything, a soldier barked, "Don't answer them! That's classified inform-ah!" He was interrupted when Supergirl lifted him up by the front of his body armor.

"I've just about had it with you guys!" She glared at the soldier. "You've got to the count of five. One. _Four_." Her eyes began to glow red as she charged her heat vision. The soldier's uniform began to smoke.

"I'd speak up if I were you." Said Captain Atom.

"Yeah," added Chromastone, "it might be better for your health."

"It was supposed to be our protector." The hazmat-wearing man sat down and pulled off his helmet. His face was covered with radiation burns. "It was supposed to protect us from the foreigners." Seeing as they were finally getting some answers, Supergirl lowered the soldier, who ran off in fear.

Green Arrow knelt in front of the burned man. "But then you lost control of it, is that what happened?"

The man nodded, then looked in the direction of several other men in hazmat suits. One of them pulled a gray rod out of a crate. "We have carbon rod dampeners. But we couldn't get close enough to put them in."

Captain Atom looked down at the man. "Where's its reactor?"

"The front of the upper torso. But it's too hot; you won't make it."

"I'll worry about that."

Chromastone rubbed his chin thoughtfully. "Hey, guys," the three heroes turned to him. "I think I've got a plan."

…

The heroes flew in the direction of the robot, Green Arrow being carried by Supergirl. They landed far enough away that the rampaging machine couldn't see them. Chromastone turned back to normal.

"So," said the archer, "what's this plan of yours, kid?"

Ben smiled. "Okay, first I'm getting behind it; once I do, I'll hold it still for as long as I can. While I'm doing that, Captain Atom flies up to the reactor and shoves the carbon rod inside; that should kill it. Supergirl, stick with the Captain; whatever he needs you to do, do it."

"Got it." Supergirl's cocky smile was back. She was certain that they'd win.

Ben turned back to Green Arrow. "As for you, take a couple of the rods from Captain Atom; if something goes wrong, you're our backup. If you have a shot, take it."

Green Arrow considered this as he accepted a couple of the carbon rods from Captain Atom; it seemed like a good plan, except…

"How are you gonna hold something that big?"

Ben only smiled. "You'll see." Then he activated the Ultimatrix, twisting the dial until he found the alien he wanted. "It's Hero Time!"

The others shielded their eyes from the green flash. Now, there was a blue-and-black velociraptor with a strange visor covering its face and wheels for feet. The Ultimatrix symbol was displayed on its chest.

"XLR8!"

Green Arrow raised an eyebrow. "How are you gonna stop it with that?"

XLR8 smiled behind his visor. "Oh, this is just to get me behind it without it noticing me." He turned to look at the robot, which was destroying everything around it.

"Are you two sure about this?" Green Arrow asked, "If you get too close, the heat could fry you."

"I know." Was all that Captain Atom said.

"I've been through worse." Said XLR8, shrugging. As the three superpowered heroes prepared to move out, Green Arrow called out.

"Captain!" Captain Atom turned to see the archer holding out his hand. He stared at it for a moment, then shook it.

XLR8 smiled at the solidarity. "Let's go!" In a blur of motion, he rushed towards the robot.

Captain Atom and Supergirl flew towards the robot, the carbon rods tucked under Captain Atom's arm.

"Try to distract it!" he called out, "It'll give Ben more time to get into position!"

"Roger that!" Captain Atom raised an eyebrow when she repeated his own words from earlier. She, in turn, winked at him and flew ahead. She moved in front of the robot's eyes. "Hey! Butane-breath!" The robot fired one of its cannons at her, which she dodged. Captain Atom hovered out of its line of sight, ready for XLR8 to do whatever he was planning.

Speaking of XLR8, he had actually run farther ahead than he'd needed to. He hadn't been expecting to move so quickly! He must have gone twice as fast as normal! _What the heck is going on?_ He wondered. Deciding to put his questions on hold again, he rushed back until he was only a couple hundred feet away from the robot. _Now's as good a time as any_, he thought, as he slapped the Ultimatrix dial.

A flash of green light, bigger than any seen thus far by the heroes, illuminated the area. Once it faded, the biggest living creature they'd ever seen pumped a fist. It was huge, even taller than the robot! It was white, with red running down part of the chest, shoulders, arms, legs and part of the face. A massive crest or horn rose out of the top of its head.

"**WAY BIG**!" The creature's voice alone was enough to shake anything near him.

"Whoah." Supergirl stared. She couldn't believe it; Ben had had something like _that_ up his sleeve the entire time?

"**Okay, scrapheap, let's go**!" Way Big lunged forward, wrapping his enormous arms around the robot's cannons from behind, ignoring the intense heat coming from the thing. "**Captain! Do it now**!"

Captain Atom nodded, then flew at the monster's reactor. The guy from the village had been right; the heat was so intense that the air around the Captain's body began to ignite. He fought through the pain, until he was right in front of the reactor; he raised a carbon rod. However, the robot looked down, and shot a short blast of energy from its eyes; the blast sent Captain Atom to the ground. Then the robot jerked its head back, slamming Way Big in the throat.

As the giant alien fell backwards, the robot pointed one cannon at him, and the other at the downed Captain Atom. It fired both beams simultaneously; Way Big was knocked a hundred feet back, while Captain Atom was left at the bottom a crater.

As Captain Atom crawled out of the crater, his eyes widened in fear when he saw a rip in his containment suit; he knew what would happen next. He flew into the air, trying to put as much distance between himself and his teammates. He managed to reach the lower atmosphere… and then he exploded. An enormous ball of blue energy lit up the sky, while Supergirl, Green Arrow and Way Big looked on in horror.

In a rage, Supergirl charged at the robot, not caring if her attacks had been ineffective the last time she'd fought the thing. In response, the robot slammed its arm into her, knocking her into a hill.

Green Arrow gritted his teeth, then looked at the carbon rod in his hands. _This thing is never gonna fly straight_, he thought. Thinking quickly, he snapped it in half. Taking one half, he used some spare bowstring in his belt and wrapped the rod to one of his arrows. He looked up just in time to see a very large cannon pointed in his direction. He began to run…

Way Big saw the cannon fire, and a massive explosion lit the area. His eyes widened. In the span of just a couple of minutes, he'd lost two teammates. For a moment, he was back in his own universe, back in Bellwood; he saw his destroyed home, saw his dead friends and loved ones. He looked at the robot, but all he saw was _him_.

"**NO**!" Way Big rushed the robot again, slamming both massive fists against its shoulders; the robot was driven to its knees. Way Big began punching the machine over and over. "**Not again**!" he shouted, "**NOT AGAIN**!"

"Kid, move!"

Way Big turned his head to see a dead man. Standing on a tall rock, his costume torn and his hat missing, was Green Arrow! Somehow, he'd been able to stay out of most of the blast. He drew back his bowstring and aimed his carbon-rod-tipped arrow; Way Big dove to the side.

"Say 'ah', dirtbag." Green Arrow took the shot. The arrow flew straight and true, directly into the reactor. The robot let out a final roar as it powered down.

With a roar of her own, Supergirl flew up and delivered a powerful uppercut, while Way Big drove his fist towards the robot's chest with all of his strength. The robot was decapitated just as its heart was ripped out. Both aliens looked down at Green Arrow, who fell to his knees and gave a tired wave. It was over.

…

The three made their way to the Javelin, where Ben turned back to normal. After letting a now-conscious Green Lantern know about what happened, Ben flew the Javelin back to the Watchtower.

"The controls are pretty close to the ones on the Rustbucket Three." Was his only explanation.

Once onboard, Ben transformed into Diamondhead, while the two Greens were taken away for medical treatment. Diamondhead sat at the base of the ramp, Supergirl next to him.

"You okay, Ben?"

Diamondhead said nothing for a moment. "No, I'm not. It's never easy to lose people, Kara; not even people you've only known for a day."

For a few minutes, the two said nothing, lost in their own private thoughts. The quiet didn't last long, as Green Lantern showed up. He was battered and in a hoverchair, but his condition had definitely improved.

"Come with me," he said, "there's someone who probably wants to see you."

Supergirl and Diamondhead looked at each other, curious, but obediently followed. They traveled to the science wing of the Watchtower, where any technological or chemical needs were met for any Leaguer that required it. Once there, they looked through a window to see several men in radiation suits and a large machine that was pumping blue energy into a suit; a very familiar suit…

"Captain Atom?" Diamondhead asked, not daring to hope.

Green Lantern nodded. "J'onn had a team pick him up right after it happened, so he didn't lose much of his energy."

Diamondhead let out a huge sigh of relief; he hadn't lost anyone else. He hadn't failed again. He saw a half-filled containment suit lift an arm and give a weak thumbs-up, which he and Supergirl returned.

"At least he got a new suit out of it." Said Supergirl.

"Yeah," agreed Diamondhead, "let's just hope that the new one is more tear-proof."

"All right, Ben, you've had a long first day," said Green Lantern, "why don't you head home and get some rest. We'll bring you back up tomorrow."

Diamondhead nodded. "Okay, sure; I'll see you both then. Good night."

"Good night!" Called out Supergirl. She turned to Green Lantern with a smirk. "So, aren't you gonna give me the 'you did good' speech?"

Green Lantern glared at her. "You're headstrong, unprofessional and overconfident. If Ben hadn't been around, what do you think might have happened? For all we know, you could have started an international incident; you could have gotten someone killed! If you ever act like that on a mission again, I will personally see to it that you are kicked out of the League. I don't care who your cousin is." He turned his chair and moved away, then stopped. He looked at Supergirl's crestfallen face.

"And incidentally," he added, "you did good." Then he left. Supergirl looked stunned for a moment; then a bit of her smile returned.

…

As Diamondhead headed to the teleporter, he passed by the locker rooms and noticed Batman leaning against a wall. Curious as to what the Dark Knight was doing, he did his best to stay out of sight. The door to the showers opened, and Green Arrow walked out in a towel.

"Well, if it isn't the monster-killer." Batman had a small smile on his face.

"I was lucky," said the archer, looking down, "so was everybody else. Still don't think I belong up here."

"That's the point," replied Batman, "someone like you will keep us honest."

"Gee, Bats, I don't know; don't get me wrong, I enjoy a good radiation burn as much as the next guy, but I don't think… that…" Green Arrow's voice trailed off.

Diamondhead followed his gaze, until his eyes landed on a beautiful woman on the women's side of the locker room. Black Canary was her superhero name, if Diamondhead remembered correctly. Right now she was slowly putting on her boots. Glancing back, Diamondhead could swear that Arrow was drooling.

"So," said Batman, "see you around?"

Green Arrow smiled. "You just might."

Diamondhead smiled as he resumed his way to the teleporter; to him, joining the Justice League was looking to be a better choice all the time.

**There we go, folks! The end of the beginning of the actual storyline! Now, I know that some of you have some questions, such as: Why did I put in a three-month timeskip? How did Ben survive that fall? Why was XLR8 able to move faster? And why didn't Way Big dominate that fight?**

**Well, in reverse order: Way Big might be Ben's strongest alien, physically, but SUPERGIRL couldn't kill that thing, and she's almost as powerful as Superman; you know, that guy who can move planets? Next, XLR8 could move faster because of the Speed Force. All of Ben's faster guys will be able to move faster, he just hasn't realized it yet. The reason for Ben surviving that fall will be revealed later. I promise, it'll be good. And why the timeskip? Well, I'm going to use that for a series of "interim chapters" that I will put in, usually after one or two story chapters. They will be a short series of flashbacks, mainly for the purpose of character development. Those interim chapters will start soon, probably after the next story chapter, I promise.**

**Until then, just stay safe and avoid the flying muffins.**


	6. Fitting In, Part 1

**BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. THE ABILITY TO FLY DOES NOT BELONG TO ME, AND WHEN I TRIED, GRAVITY HAD A FEW THINGS TO SAY ABOUT IT.**

**Here it is, folks, the first of my interim chapter trilogy. This doesn't mean that I won't do other interim chapters, but this is a three-parter. Each part will be placed after one or two story chapters. They will be shorter than the coming story chapters, and will exist mainly for character development.**

**Before this chapter begins, however, I'd like to thank all of the people who have chosen to follow/favorite this story. It means so much to know that people like my writing; it's definitely given me motivation to continue. And now, without further ado, let us begin!**

Ben 10: Unlimited

In The Interim: Fitting In, Part 1

**San Francisco, 3 Months Before Initiation**

As Ben watched Clark and Diana leave, he had some trouble thinking clearly. He could only marvel at his new position in life. He was a member of the Justice League! Sure, the League wouldn't actually be meeting until a few more months, but he was still a part of it. It was odd; until yesterday, he'd felt alone. Yes, he had become friends with the League, with the Kents and with Kara, but he'd still felt isolated; now he was a part of something. He _belonged_.

He went back into his kitchen and grabbed some leftovers from the night before. As he began to eat, his mind began to wander. _What will these new members be like? Will they all have powers, or will some be like Batman? I wonder what Gwen and Kevin would say about this?_

Thinking about his cousin and best friend dampened his spirits somewhat. He still thought about them, his grandfather, his parents, and Julie often; many times, he'd miss them so much that it would ache. He'd just wanted to keep them safe, and then they were gone. And he had _him_ to blame for it all. If it hadn't been for _him_, they'd be alive; Julie would still be alive.

Ben stopped eating and just stared at the table for a while, thinking about her. Sure, they'd had their rough spots in their relationship, but those had been smoothed out years ago. They had even been talking about moving in together when they went to college; unfortunately, Will Harangue had made Ben so despised on his Earth that no college would accept him.

Ben's thoughts spiraled lower and lower, and he lost track of time; he almost missed his phone alarm went off. Quickly checking it, he realized that it was time for him to go out on patrol. He ate the rest of his food as quickly as he could, then activated the Ultimatrix. He found the alien that he needed, then slammed the dial down.

"GHOSTFREAK!" This alien didn't shout so much as loudly whispered. It resembled a ghost, but with black cracks spreading across its pale body. A single eye peered out; it didn't have any other facial features, and the Ultimatrix dial was displayed on its chest.

Ben had been wary of Ghostfreak ever since it had tried to possess him all those years ago; however, Azmuth had assured him that Ghostfreak wouldn't be a problem anymore after the upgrades he'd installed. Since moving into his new home, Ben had used Ghostfreak as a way to leave his home without anyone discovering where he lived.

Ghostfreak became invisible and, using his powers of intangibility, flew up and through his ceiling. Once he distanced himself from his house, he slapped the Ultimatrix dial.

"JET RAY!"

As the manta-like alien flew over the city, he silently thanked Batman again for setting him up here. There was hardly any crime, and it seemed that accidents were uncommon. It hardly needed a superhero.

Jet Ray's thoughts were interrupted when he heard the sound of gunfire. "Damn you, Murphy's Law," he muttered. He flew down to where several police officers were taking cover behind their patrol cars, dodging shots coming from the building in front of them.

"What's the situation, officers?"

One of the cops moved over to him, staying low as he did so. One other positive aspect of this universe was that the police were a lot nicer to him.

"We've got a hostage situation," said the officer, "the guy's using a woman as a human shield, and he's taking potshots at us."

Jet Ray nodded, pleased that the police were willing to work with him. "If you can keep his attention, I can get behind him and take him down."

"Are you sure?" The officer didn't ask out of skepticism, he'd seen many of the forms that the shapeshifting hero had; he was more concerned with the hostage.

"I'm positive."

The officer felt a little better. So far, this hero hadn't let anyone down. "Go for it."

Jet Ray slapped the Ultimatrix dial again. The officer shielded his eyes. As the green flash died down, a black and green anthropomorphic battery hovered in front of him. It had large, green eyes and a wicked smile on its face.

"BUZZSHOCK!"

The officer's eyebrows went up; he'd seen a few of the strange forms in person and a few more on the news, but he'd never seen this one before. What _couldn't_ this guy do?

"Okay," Buzzshock said with a grin, "I'll be right back."

With that, the little battery-alien flew around the side of the side of the building, until he spotted an electrical outlet in the wall. Giggling, Buzzshock dove inside the outlet, becoming pure, living electricity. He traveled through the electrical system of the structure, only emerging when he reached the room with the gunman.

Silently, he peeked around a wall, seeing the guy shooting out of a window. Held in front of him was a young woman, probably in her early twenties. She was clearly distressed, not being helped by the fact that her kidnapper was laughing like a maniac.

Buzzshock waited; he'd need to time this just right. As the gunman reached out to fire again, Buzzshock zipped into the room as fast as he could and fired two blasts of green electricity at the pistol. The shock traveled down the gun and into his body. Buzzshock was glad that the guy was wearing a leather glove on the hand gripping his hostage; it insulated her from getting shocked as well. The would-be murderer jumped back, releasing his hold on his hostage as he did so. The woman fell to the floor and crawled away.

"I don't know what you are," the maniac snarled as he drew a large knife, "but I'm gonna kill you!"

Buzzshock rolled his eyes. "Man, I've heard that so many times it could be my theme song!"

Yelling incoherently, the man slashed his knife horizontally across Buzzshock. The woman screamed as the alien was sliced in half. Buzzshock didn't even look surprised; he didn't need to, as the upper half of him grew legs, and the lower half of him grew arms and a head!

The two Buzzshocks looked at each other and laughed maliciously. They flew to either side of the man and let loose a powerful blast of electricity; the man screamed in pain and collapsed to the floor, twitched a few times, then lay still. One Buzzshock checked the man's pulse, while the other flew over to the freed hostage.

"Are you okay, Miss?"

The young woman nodded. "Y-yes, I'm all right, he didn't hurt me."

Buzzshock nodded, or tried to, since he didn't have a neck. "That's good; hey, if it's okay with you, I'll stay here until the police get up here."

"T-that's fine. Um, thanks for saving me."

Buzzshock smiled. "No problem; it's what I do."

The woman smiled back, a little freaked out that her life had been saved by a flying battery, but grateful nonetheless. The police arrived a few minutes later to take the man into custody, and take the woman to be looked over by paramedics. The two Buzzshocks merged into one, receiving thanks from both police and bystanders as he left.

…

The rest of Ben's patrol around the city was quiet; no accidents, no crimes to stop, nothing. After finishing his ritual post-patrol smoothie, he headed back home. He considered going back out again when he realized he had nothing to do, when his phone rang.

"Hello?"

"_Master Ben,_" came a familiar voice, "_I trust that you are well?_"

"Alfred?" Why was Bruce Wayne's butler calling him? "I'm fine; what's up?"

"_Master Bruce will be away from Gotham City for a few days; he would like for you to come here and cover for him at his 'work'._"

Ben knew what kind of work Alfred was talking about, considering he had no idea how to run a multinational corporation. He did, however, find it odd that Batman wanted him to cover his crime-fighting duties.

"I'll be right over."

"_Excellent. I will let Master Bruce know, and prepare a room at Wayne Manor for you._"

"Thanks, Alfred, I'll see you soon." With that, Ben hung up. With a repeat of Ghostfreak and Jet Ray, he headed for Gotham.

…

**Gotham City, Wayne Manor**

Jet Ray landed in the forest outside the Wayne estate then changed back to Ben. As he approached the gate, it opened, almost as if someone were watching him approach.

_Because that's not creepy at all_, Ben thought.

Ben walked up to the door and knocked. A moment later, a young boy, probably in his early teens, opened it.

"Are you Ben?" the kid's eyes were full of suspicion.

"Yeah?" Ben didn't know what to think of this kid. He seemed way too tense for his age.

"Show me the Ultimatrix."

Ben was shocked that he knew about the watch. Then again, he was in Bruce Wayne's house, maybe he was Robin; he'd seen him a couple of times on the news, and he was the right height.

He raised his left arm and lifted the sleeve of his jacket. "Satisfied?"

The boy's frown remained, but he gestured for Ben to come inside. When the door closed, the frown turned into a grin.

"I've seen you on the news; you are awesome!"

Ben blinked. He'd expected anyone near Batman to be a lot more subdued. The boy held out his hand. "Tim Drake. Robin."

After giving himself a mental pat on the back for guessing right, Ben shook Tim's hand.

"Come on," Tim continued, "Barbara needs to see us in the Batcave."

"Who's Barbara?"

Tim froze. "Oh, crap. I wasn't supposed to say who she was. Okay, she's Batgirl, but don't call her by her real name unless she tells you herself. Okay? I don't want her to hurt me."

Ben smiled. "No problem."

The two headed to the Batcave, waving to Alfred on the way; the aging butler merely smiled back.

Once in the Batcave, Ben saw someone sitting at the computer. It was a young woman in a costume similar to Batman's. Ben noticed that her mask didn't connect to her cape; instead, it only covered her face and the top of her head, allowing her long red hair to flow over her cape. Batgirl turned around.

"Hey, Tim," she looked at Ben. "And you must be Ben Tennyson; Batman told us about you."

Ben smirked. "Wow, who knew Batman was a gossip?"

To his surprise, Batgirl laughed. "Yeah, I think he said four sentences regarding you; that must be a new record for him."

Ben rolled his eyes. "So, why was I called here?" He enjoyed casual conversation, but he wasn't on vacation; Batman needed him for something, and he wanted to know what.

Both Batgirl and Tim looked a little upset. "Bruce is away for a meeting overseas," said Batgirl, "he wants you to help patrol Gotham while he was away."

"It's not fair!" exclaimed Tim, "He doesn't trust us enough to take care of things for a couple of days without him!"

Ben thought about it; that really didn't seem all that fair to him, either. Why would Batman not trust the people who knew his greatest secret with patrolling the city for a day or two?

"Well, I'm sorry; I can leave if you want."

Batgirl waved it off. "Forget it; our problem is with Batman, not you." Then an alert beeped on the computer. Batgirl turned her attention to the screen. "Robbery on twenty-ninth street. Police are en route."

"Come on," said Tim, "I feel a need to hit something."

Batgirl nodded. "Suit up." She glanced at Ben. "Both of you."

Ben cycled through his aliens until he found the one he wanted, then slammed the dial down.

"BIG CHILL!"

Batgirl looked the blue mothman up and down. "Not bad, this guy'll fit right in here in this town."

If Big Chill could have smiled, he would have. "Thanks."

Robin came in a moment later, now in his costume; he seemed taken aback by Big Chill's appearance, but he quickly got over it. He and Batgirl got on motorcycles and headed down a tunnel leading out of the Batcave. Big Chill unfurled his wings and hurried after them.

…

When the trio reached the crime scene, the thieves had already left, and the police were taping off the area. The officers noticed them approach and, while they gave nods of greeting towards Batgirl and Robin, they were a little wary of Big Chill. The only reason that they weren't drawing guns on him was because Batgirl told them that he was with them.

Big Chill looked at the store. The window was shattered and from what he could tell from his position, a lot of the jewelry had been taken.

"Aw, great," whined Robin, "Bullock is here." Big Chill noticed a particularly large detective walking towards them.

"Oh, whoopee, the kids are here," Bullock was clearly unhappy to see them. He raised an eyebrow at Big Chill. "And you brought another freak. Great, like I don't need another headache." Before anyone could respond, he turned on his heel and walked away.

"Well, he seemed likable enough." Big Chill's sarcastic remark brought smirks from Batgirl, Robin and a few of the officers that heard him.

"Come on," said Batgirl, "we need to take a look at the crime scene." Batgirl and Robin walked through the door, while Big Chill went intangible and floated through a wall.

"Show-off." Robin muttered, while Big Chill shrugged.

The two partners of Batman walked around the jewelry store, checking out every nook and cranny. Big Chill could tell that they were well trained; they left no stone unturned. After a few minutes, they came back to Big Chill.

"Well we know what was stolen…" began Batgirl.

"We know when the jewelry was stolen…" continued Robin.

"And we know how it was stolen, but we can't figure out _who_ stole it!" finished Batgirl.

"Ha! I knew someday that one of you caped freaks would screw up!" the three turned to see Bullock leaning against the doorframe with a smug grin on his face.

"Hmm… maybe not," said Big Chill, "I've got an idea."

Bullock raised an eyebrow as Big Chill slapped the Ultimatrix dial on his chest, then covered his eyes as a bright green flash lit up the store.

"CLOCKWORK!"

All three of the people in the store had wide eyes as a copper robot appeared in front of them.

"What the heck is this!?" asked Bullock.

"Hang on," said Clockwork, "I'm going to try something." The winder on top of his head began to spin, and the room took on a green hue. The store had an afterimage placed on it; this afterimage showed the interior of the store completely undamaged.

"I can look into, and even show past events to others." If Clockwork had a mouth, he'd have been grinning at Bullock; the detective's mouth had hit the floor. Batgirl and Robin had done a much better job of staying composed, but they still looked impressed.

The afterimage of the window shattered as a sledgehammer flew through it. A woman dressed as a jester did a back-flip and landed on her feet. After picking up her hammer, she proceeded to load a sack with the jewelry in the store.

"Harley!" Batgirl stared at the afterimage with narrowed eyes.

"Who?" asked Clockwork.

"Harley Quinn," explained Robin, "psycho, criminal, the Joker's bi…"

"Robin!" warned Batgirl.

"What?" asked Robin, "She is!"

While this was going on, the afterimage of Harley was walking to the door.

"Oh no you don't," warned Bullock, "you ain't getting away!" he charged the image, but instead of tackling her like he expected, he passed right through her and hit his face against the floor.

"Um, dude?" said Clockwork, "This is just a replay of what happened; like a movie. You can't actually change what happened." Behind him, he could hear Batgirl and Robin snickering.

Bullock stood up and dusted himself off. "I knew that."

The afterimage faded, and Clockwork fell to his knees, panting slightly. Batgirl placed a hand on his shoulder.

"You okay?"

"I'm fine," said Clockwork, "but using time-related powers always drains me a bit."

Batgirl smiled at him. "Don't worry, now we know who to look for. Bullock, would you put out an APB for Harley?"

"Yeah, yeah, sure." The detective sulked off.

"Oh, but I'll miss him," said Clockwork, "he was such a ray of sunshine."

The two other heroes laughed.

…

Later, at the Batcave, the three heroes sat down eating food that Alfred had brought. Unlike Batman, the younger heroes got distracted from their work without three meals a day. As they ate, Ben had a thought.

"So, who's the Joker?"

The other two paused and glanced at each other; apparently this was a touchy subject.

"Think of the complete opposite of Batman," said Batgirl, "and then put him in a purple suit and clown makeup. _That's_ the Joker."

Ben shuddered a little. Then a realization hit him.

"I think I know why Batman sent me here."

Robin tilted his head. "You do?"

"Yeah; it's not because he doesn't trust the two of you. He's been working to help me get a place, and he had to come up with a new identity for me, and that included writing death certificates for my family; I think that what happened to me opened old wounds, and he didn't want it to happen again." He looked at the two. "It's not about not trusting you. It's about not losing you."

Ben knew what he was talking about when he said "old wounds". While adjusting to his new home, he had done some research on Mr. Wayne. He knew how his family had died. It had been tragic; his entire world had been shattered by a punk with a gun.

Batgirl and Robin looked down at the floor, ashamed that their trust in Batman was so easily shaken. Ben was probably right; they were the closest thing that Bruce had to a family, and they had all nearly died during the Thanagarian invasion. Batman was bound to be a little protective for a while.

"I guess you're right." Said Robin slowly.

Ben shrugged. "Hey, I might not know things right away, but when I do, I'm usually right."

Batgirl looked at Robin. "Let's play it safe until Bruce gets back." Robin nodded. Batgirl turned back to Ben and pulled off her mask with one hand while offering him her other to shake. "By the way, I'm Barbara Gordon."

Ben smiled. "Nice to meet you, Barbara." The two shook.

…

The next couple of days were pretty quiet; the worst that the three had to deal with were a few attempted muggings. Otherwise, they stayed at Wayne Manor. Normally, Barbara had to go to college, but her school had a series of financial meetings between the teachers, so she was off for a few days.

They had tried to figure out what Harley Quinn had been up to, but so far, no leads had come up. The rest of the time was spent training. Ben would transform into various aliens, and the other two would try to find ways of beating him. The ones that could go intangible were the most difficult to fight. Still, the skill possessed by the two was undeniable; Ben knew that if he ever tried to fight them as a normal human, he'd be toast.

When Batman finally returned, he gave a gruff thank-you, then told Ben to leave. Ben said his goodbyes to Barbara, Tim and Alfred, then headed home. He didn't know why, but the more good that he did, the better he felt about this whole situation. Maybe it was because he was preventing other families from mourning.

…

After Ben left, Barbara Gordon pulled out her cell phone and dialed a number. After a few rings, the person on the other line picked up.

"_Hello?_" said a sleepy-sounding Kara Kent.

"Hey, Kara, it's Barbara."

"_Oh, hi Babs, what's up?_"

"You won't believe who just left Wayne Manor."

"_Unless it's a cute boy, I really don't care; it's like four in the morning in Kansas right now._"

"That depends; do you find Ben Tennyson cute?"

There was a short silence on the other line; Barbara smiled as she imagined her friend's face reddening in embarrassment.

"_Uh, Ben was there? Why?_" It could have been Barbara's imagination, but Kara sounded just a little _too_ interested.

"Batman asked him to help out while he was away. I know, really not like him to ask for help, but let's just say it was kind of complicated. Anyway, Ben showed up, helped us out for a few days, and just left."

"_How is he doing?_" Barbara was a little thrown off by the question.

"Well, he seemed alright to me; there were a couple of times that he seemed, I don't know, off somehow. And he slept less than Batman would."

"_Uh, how do you know how much he slept?_" Now it was Barbara's turn to blush.

"It's not what you think!"

"_What am I thinking?_"

"Look, we're getting off-topic." Barbara took a breath. "For the most part, he seemed fine. He got along with Tim, and I think he's funny."

"_Did he tell any stories about his adventures?_"

"Plenty."

"_He's done a lot, hasn't he?_"

Okay, now Barbara could hear it in Kara's voice; she just had a little trouble believing it.

"Oh my god," she said, "you _like_ him!"

"_What!? I do not!_"

"You totally do! You think he's cute, which he is, in my opinion, you care about his emotional state, and you went into 'suspicious-jealous mode' when I made that sleep comment!"

"…_You think he's cute?_"

"See! You just did it again!"

"_Ugh! Babs, I'm not having this conversation right now; I'm going back to sleep!_"

"Denial is the first step!" Barbara managed to call out before Kara hung up. After staring at her phone for a moment, Barbara began to think about it. There was just something about those two; she couldn't quite explain why, but Ben and Kara just seemed like a perfect match.

_This could be fun, _she thought.

**There! The first of the Fitting In trilogy, and the first spark! Right now, Kara may not want to admit it, but Batgirl is smart, she can figure it out pretty easily. Now, she won't try to play matchmaker just yet, Ben is still grieving, but it will happen. I apologize if the beginning seems a little rushed, but I wanted to show a little bit of Ben's non-League life, as well as a chance to show off another alien. My God, there are so many, but I like Buzzshock; he's like the Energizer Bunny with super powers.**

**You might be wondering why I put Harley in for such a brief time; well, that'll come up soon, later on in another interim, probably not in this trilogy. I will say this, though: Harley is my second-favorite DC villain, right under Deathstroke. She's just so darn funny in the TV shows!**

**Also yeah, I picked on Bullock. I do not like Bullock. He was mean to Supergirl in an episode. I do not like people who are mean to Supergirl. Bullock was mean to Supergirl, ergo, I do not like Bullock.**

**Oh, yeah, I almost forgot: I uploaded 2 chapters in 24 hours! Everyone take shelter, the Apocalypse is upon us! No, seriously, enjoy this, because it won't happen often. I have stuff to do, so this was just a happy coincidence.**

**Until next time, so stay frosty and—Oh my God! It's Muffinzilla! AAAAAAAAAAAAAH!**


	7. Chapter 6

**BEN 10 DOES NOT BELONG TO ME.**

**JUSTICE LEAGUE UNLIMTED DOES NOT BELONG TO ME**

**Deadpool: Chimichangas belong to me!**

**Me: Deadpool? What the hell are you doing here?**

**Deadpool: I'm in your fanfic, killing your intro.**

**Me: … Get the #$%& out of my fanfic.**

**Deadpool: Make me!**

***Sounds of fighting, followed by gunshots***

**Me: *panting* okay, let's get started.**

Ben 10: Unlimited

Chapter 6

For The Man Who Has Everything

**The Fortress of Solitude**

Wonder Woman's invisible plane emerged from the clouds, heading for a massive chunk of ice that seemed out of place in the otherwise-featureless frozen plain. The plane made a dive into the water at the edge of the ice, and headed into a tunnel carved into the wall.

"A little sharp on the turn, don't you think?" asked Batman.

"Sorry if I scared you." Wonder Woman's apology was filled with sarcasm.

Ben only laughed, which he quickly silenced as Batman gave him one of his infamous Batglares. Ben had learned that whenever Batman did that, you stopped whatever earned it.

As the plane surfaced in an icy cavern, the cockpit opened and the three hopped out. Wonder Woman stopped to pull out a box that was covered in wrapping. Ben had a small disk, similarly wrapped.

As they walked up a flight of stairs, Batman asked, "So, what'd you get him?"

Ben shrugged. "Something I made with Grey Matter; I thought he could use something to have fun with."

Wonder Woman shook her head. "I'm not saying anything; he'll hear you and spoil the surprise."

"You do realize," said Batman in a stage-whisper, "He can hear that too."

Wonder Woman shook her head. "What did _you_ get him?"

"He isn't the easiest person to buy birthday presents for." Batman pulled out an envelope.

"Bruce…" Began Wonder Woman.

"Dude, did you get him a _gift certificate_!?"

"No!" Batman snapped at Ben, "…Cash."

Both Ben and Wonder Woman struggled not to laugh.

"I mean," continued Batman, "what do you get for the man who has everything?"

As they reached the top of the stairs, they froze. Standing in front of them was Superman; however, he was in no shape to greet them. A strange purple plant had its vines wrapped around his body, and he had a blank look in his eyes. The three rushed towards him.

Batman examined the plant closely. "It seems to be growing through his costume and into his body."

"Is he breathing?" asked Wonder Woman worriedly.

"Barely." The Dark Knight responded.

"How could something like a plant pierce his skin?" asked Ben, "I've seen the guy shake off energy weapons and crash through solid metal and not take a scratch."

"A question for another time," said Batman, "we need to help him, and find out who did this."

"Someone must have breached the Fortress!" Exclaimed Wonder Woman.

"Agreed. You and Ben have a look around."

Wonder Woman flew on ahead while Ben activated the Ultimatrix, selected his alien, and slammed the dial down.

"XLR8!" The blue-and-black alien sped off in another direction.

Batman took out a flashlight from his utility belt and shined it in Superman's eyes. "Pupils aren't contracting even slightly," he muttered to himself, "he must be cut off from all sensation. Kent, where are you?"

Batman looked down at the container at Superman's feet. It was two halves of an oval-shaped package. Batman swiftly figured out what happened. "So it was a gift," he surmised, as he picked up one of the halves, "teleported here by some alien culture or some grateful world. Or someone who wanted you to think that they were grateful."

"How remarkable," commented a voice. Batman turned to see a massive alien standing in the entrance to the hallway that Wonder Woman had flown through. He was huge, yellow-skinned and wore a purple jumpsuit. Wonder Woman was clutched in one hand. "You animals are really _almost_ intelligent. That's exactly what happened."

XLR8 sped in. "Hey, Batman, I didn't see anyone else here _and holy crud who is that_!?"

"Mongol," Batman growled.

Behind his visor, XLR8's eyes widened. In the couple of weeks since joining the League, Ben had been using the mission logs in the Watchtower's computers to get himself better acquainted with the League's past accomplishments, as well as get to know the villains better. Mongol's file had called the alien strong enough to be a threat to Superman.

"You recognize me," Mongol's voice had a sadistic tone to it. "I'm flattered. I'm sure that Superman told you about our previous encounter."

Batman raised an eyebrow. "You mean how he humiliated you?"

Mongol marched up to him, the triumphant smirk now gone. "A jaundiced account."

"I don't know," mocked XLR8, "Supes does seem like the honest sort."

Mongol shot a glare at him, then held up Wonder Woman as if she were an insect to be studied. "What inferior specimens he surrounds himself with. I took _her_ down before she even knew I was there. And I'll take this whole planet just as easily."

Wonder Woman's eyes snapped open, and slammed both of her feet into Mongol's face. The shock of the impact caused him to release his hold on her.

"Maybe not as easily as you think." She said. Mongol rubbed his jaw and glared at her as she continued, "We 'inferior specimens' call it 'playing possum'."

As both Wonder Woman and Mongol were about to engage, and XLR8 was about to turn into a different alien, Batman stepped between them.

"No." he said.

Wonder Woman stared at him in shock. "No!?"

With his superior smile on his face, Mongol stepped up to her. "Clearly the males on this planet are the smart ones." XLR8 snarled behind his visor; he was beginning to hate this guy more and more. "He wants to know about the plant." He walked up to Superman. "The Black Mercy is a telepathic species; it reads the heart's desire and feeds the individual a totally convincing simulation of it." It didn't seem possible, but Mongol's smile became even more evil.

"So he's dreaming." Batman summarized.

"That is all kinds of twisted." Commented XLR8.

Mongol almost looked offended. "Oh, this is far deeper than any dream." He tilted Superman's face up to look into his eyes. "I wonder where he thinks he is? Sitting on a throne, ruling the universe? All you human garbage fawning at his feet? More honest, don't you think, than this pretense of being a selfless hero?"

"HUMONGOSAUR!" the enormous alien charged forward at the same time as Wonder Woman. He punched Mongol in the face as Wonder Woman slammed into his abdomen. After striking him, Wonder Woman nearly collapsed; Mongol was so strong that she'd nearly broken her hands hitting him. While Humongosaur's endurance prevented that much of a setback, it still hurt his hands a little.

Mongol wiped his mouth, then stood back up. "You don't understand," he said, "Superman was the only one who could have stood in my way. The rest of you? You're already dead."

"No way," said Humongosaur, "I didn't save the universe just to get taken down by a guy whose head looks like a peanut. It's time to go Ultimate!" Humongosaur twisted the Ultimatrix dial, then slapped it. Four spikes popped out. His skin turned green, while a blue, spiked shell covered his back and head. The end of his tail grew a spiked mace, and small silver plates covered his knuckles.

"ULTIMATE HUMONGOSAUR!"

Mongol's eyes widened as Ultimate Humongosaur delivered a punch that sent him flying into a wall. This time, Mongol felt pain. This form was magnitudes stronger than the previous one!

Determined to get back into the fight, Batman and Wonder Woman attacked. Unfortunately, Mongol was more prepared for these two. He backhanded Wonder Woman into a wall, and threw Batman into Superman; in this case, hitting a wall would have been less painful for Batman. Before he could crush Batman, Ultimate Humongosaur wrapped an enormous hand around the alien and threw him into another wall. Mongol expected him to charge him, but instead, he just pointed his hands at Mongol. Then Ultimate Humongosaur's fingers morphed into a multibarreled cannon. Both cannons unleashed a barrage of energy blasts that pummeled Mongol even further.

Mongol decided he needed a different tactic; he'd kill the weaker heroes first, then focus all of his energy against the big one. However, Batman had a different idea.

"Diana! Can you keep him busy for a few minutes? I think that Ben's form might be strong enough to rip this thing off of Superman!"

Wonder Woman nodded, then tackled Mongol, knocking him through a wall, and followed after him.

"Will she be okay?" asked Ultimate Humongosaur.

"She knocked him into the Hall of Weapons; that should buy her a few minutes." Batman waved a hand at the Black Mercy. "If you want to help, get this thing off of Superman."

Ultimate Humongosaur nodded, then wrapped his hand around the plant. At first, it wouldn't budge; gritting his teeth and bracing himself, he pulled as hard as he could. Slowly but surely, the Black Mercy began to come off. Ultimate Humongosaur thought that it would come off slowly, but to his surprise, it detached itself and jumped right at him! He had not time to react as the plant wrapped itself around his throat.

"No!" cried out Batman, as Ultimate Humongosaur fell to his knees, a dopey smile creeping across his face.

**Bellwood**

Ben strode out of his parents' garage and towards his car. He hurried his step after looking at the time on his phone; he didn't want to be late. He drove out to Kevin's house, barely making it in time. As he stepped out, he saw three of the most important people in his life.

First was Gwen Tennyson, his cousin. One-quarter Anodite, magic-user and black-belt, she waved to him in her jeans, red shirt under her black vest, and her long red hair tied up in a ponytail.

Next to her was her boyfriend and Ben's best friend, Kevin Levin. He wore a smirk and crossed his arms as Ben drove up. He wore a black t-shirt over a grey, long-sleeved shirt and jeans. His long, black hair was messy, as usual.

Standing in front of them was Julie Yamamoto, Ben's girlfriend. Her smile was full of love as she waved. As usual, she wore her pink sweatshirt over a white polo shirt and white skirt. Her short, black hair was, as always, perfectly straight.

"Hey, guys, told you I'd get here on oomph!" Ben didn't finish his sentence as Julie wrapped her arms around his neck and kissed him deeply. When they parted, Ben gave a goofy grin. "If that's what I get when I get here on time, what do I get when I get here early?"

"Oh, you'll find out later," said Julie, a playful smile on her face.

"If you two are done, we do have a job to do." Though her tone was serious, Gwen's smile said otherwise.

"Come on, Gwen," said Kevin, "let the kids have their fun; it's not like the Forever Knights are gonna go anywhere. They live in big _castles_, remember?"

Gwen rolled her eyes as she got into Kevin's car. Julie got into Ben's car, followed by Ship, her pet Galvanic Mechamorph symbiote. Ben and Kevin got into the driver's seat of their respective rides and drove off.

**Fortress of Solitude**

Superman slowly shook off the effects of the Black Mercy; his eyes fell upon Batman trying to pull the plant off of what could have been one of Ben's aliens. Then he remembered: Mongol! He'd done this to him! He'd made him see the end of his world, the end of his family! He heard the sound of fists against flesh; that meant that Mongol was fighting someone else. Ignoring Batman, he flew off. Mongol needed to pay.

…

Wonder Woman was lying on the ground, her body nearly broken by Mongol's savage beating. She was barely conscious as the alien warlord picked up a spear from the Hall of Weapons, and prepared to drive it through her heart.

Mongol's sadistic smile was back in full force; he prepared to drive home his weapon, when a noise made him pause. He only had a moment to look surprised before Superman collided with him, crashing through room after room of the Fortress. The two eventually landed in Superman's "zoo", a place he kept the animals he'd rescued from an alien collector.

In his rage, Superman threw punch after punch, for the moment not caring how much damage was done to his Fortress. "Do you have any idea what you did to me?"

Mongol had to endure another minute of savage beating before he was able to kick Superman backwards. Though he was in pain, he still kept up his grin. "I fashioned a prison that you couldn't leave without sacrificing your heart's desire." He cracked the tendons in his neck. "It must have been like tearing off your own arm."

Then he reached out and grabbed Superman's head.

…

Wonder Woman slowly crawled to where she had last seen Batman and Ultimate Humongosaur. She was in no shape to continue fighting, so the best she could do was stay away from the battle. After a few minutes, she made it back. However, the scene before her was enough to distract her from her pain.

She saw Batman pulling futilely at the Black Mercy, now wrapped around Ultimate Humongosaur.

"Hera, no."

Batman heard her and turned around; his eyes widened as he witnessed her battered state. "Are you alright?" he asked as he helped her up.

"I've been better," Wonder Woman admitted weakly, "what happened to Ben?"

"He pulled off the plant, but it latched onto him. We either need Superman to pull it off, or else Ben has to somehow snap out of it himself."

"Well, Superman is fighting Mongol; we're stuck with the second option." She looked at Ultimate Humongosaur. "Can you get me to him?"

Batman nodded, and he helped her limp over to the colossal alien.

"Ben," she said quietly, "I don't know if you can hear me, but whatever you're seeing, wherever you are, _it isn't real_. Come back to us, Ben; please, come back to us."

**Bellwood**

As he drove, Ben frowned and rubbed his head.

"Ben, are you okay?" asked Julie, concerned.

Ben shook his head, then smiled at her. "I'm fine," he assured her, "just felt a little weird for a second, that's all."

The two cars pulled up to the entrance of a huge castle. Gwen and Kevin got out, stretching stiff limbs; it had been a long drive, after all. Before Ben could get out of the car, he felt lips pressed against his cheek. He turned to look at his girlfriend.

"Was that because you wanted me to feel better, or did you just want to kiss me?"

Julie smiled. "Maybe a little of both."

They got out of the car and walked up to Kevin and Gwen.

"I don't know why they think that we won't find them," said Kevin, shaking his head, "I mean, they live in a giant castle, for crying out loud!"

"Maybe they know their gonna get their butts kicked, they just figure they might as well lose in a cool location." Offered Ben.

Kevin rolled his eyes. "Only you would think that living in an old castle would be cool, Tennyson."

Gwen shook her head. "Come on, guys, let's just beat these guys and go home; I don't want to spend too much time cleaning Forever Knight off of me before we go out on our double date tonight."

Ben laughed. "No problem, Gwen." He activated the Ultimatrix. "It's Hero Time!"

…

The Forever Knights were completely surprised when their door was broken down by Humongosaur. A few tried to fight back, but they were easily beaten by either Humongosaur's fists, Gwen's Mana attacks, Kevin's stone-covered hands, or by the weapons in Julie's battlesuit. The rest fled.

Humongosaur turned back into Ben and wiped his hands. "I think that takes care of them for a while."

"Yeah," agreed Kevin, "I don't know why they even bother anymore."

"Maybe they're all a bunch of masochists?" offered Gwen.

"No, they wouldn't fight back otherwise." Julie tapped her chin in thought. "I know! They're all idiots!"

The others laughed. "Come on," said Ben, still smiling, "we've all got a date to get ready for…"

_BEN_

Ben's head jerked up, then he looked around. The voice had somehow spoken in his mind, and while he didn't recognize it, it seemed familiar somehow.

"Ben, are you okay?" Gwen looked at her cousin with concern.

"I'm fine, I just thought that I heard…"

_BEN_

Ben stumbled as he heard the voice again. It was the voice of a woman; she sounded scared, even desperate. Who was it and why did she sound so familiar? He clutched his head, trying to figure it all out.

The castle began to shake. Cracks grew in the floor and walls, and pieces of the ceiling began to rain down. The area that the four stood on began to open up. Ben fell backwards, but his eyes widened in horror as he saw Gwen, Kevin and Julie fall into the crevasse.

"NO!" He jumped forward, managing to catch Julie's hand before she fell. Gwen and Kevin were nowhere to be seen.

"Ben," said Julie, as she looked up at him, "you have to wake up." Julie's mouth was moving, but the voice that came out was all wrong; it sounded like… Diana!

The realization opened a floodgate in Ben's mind. This fight had never happened. He was a member of the Justice League, he wasn't even in his own universe; Gwen was dead, Kevin was dead; Julie… Julie was dead.

He remembered going into the Fortress of Solitude; he remembered the fight with Mongol, and helping take the Black Mercy off of Superman. The plant had hit him… and he was living a fantasy; none of this was real… he pulled "Julie" as close as he could, and kissed her deeply.

"I will always love you." With tears in his eyes, he let go.

When she disappeared, everything went black.

**Fortress of Solitude**

Ultimate Humongosaur's head snapped up, awareness dawning in his eyes. He looked at the Black Mercy, still trying to affect him, and ripped it off. He threw it to the ground, turned back into Humongosaur, and then back into Ben. He sat down on the ground, tears streaming down his eyes.

Wonder Woman looked at Batman, who only closed his eyes and shook his head. Diana limped over to Ben, sat down and held him close. Ben continued to sob as she gently rocked him back and forth.

"Shhh…" she whispered, "It's okay; we're here for you, Ben. We're here for you."

Batman could guess what had happened: Ben's fantasy had been to be with his loved ones again, and he had believed that it was real. To find out that it wasn't… that sort of realization could break a person. He saw movement in the corner of his eye; the Black Mercy was still alive and probably looking for someone else to attach to.

And he knew just who to give it to.

…

Superman was beyond enraged; he'd lost everything twice now, and he actually _saw_ it the second time. His barrage of punches was only stopped when Mongol swept his feet out from under him.

"Now, Last Son of Krypton," said Mongol, "prepare to join your people in oblivion!"

"Not today!"

The two aliens looked up to see Batman swing the object in his cape like a sling, sending the Black Mercy right at Mongol. The warlord had just enough time to gasp before it hit him.

…

Superman and Batman stared at the still form of Mongol. He was lying on the ground, the Black Mercy clutching at his chest. A sick grin was on his face.

"What do you think he's seeing?" asked Superman.

"Whatever it is," said Batman with narrowed eyes, "it's too good for him." Then he turned to Superman. "Come on, we need to check on Diana and Ben."

"Wait, what happened to Ben?"

"When he got the plant off of you, it got attached to him by mistake." Batman looked down at Mongol again. "Whatever fantasy that he was in, whatever it put him through… it nearly broke him when he snapped out of it."

Superman nodded. He could understand that. The two heroes went up one level to find Ben still crying, and still being held by Wonder Woman. She was in obvious pain, but she was still willing to help the younger hero.

"Let's get him home." Said Superman softly.

Superman put Ben into the invisible plane, while Batman helped Wonder Woman limp inside.

"Bruce, let me make a call; I'll see you later."

Batman looked at him suspiciously, but nodded and got into the plane. After it took off, he contacted the Watchtower.

"J'onn? I need you to contact Kara for me. I need her for a… sensitive mission."

…

**San Francisco**

Supergirl arrived at Ben's house about an hour after J'onn called her. All it took was for the Martian to say that Ben needed help, and she was ready to go. She had already been on the ground when she got the call, though she had been in Russia, saving people who had been in an earthquake; Flash and Steel had assured her that things were well in hand, so she took off for California as fast as she could. She'd only stopped when J'onn teleported in some civilian clothes for her.

When she knocked on Ben's door, she was surprised to see Diana answer it. Kara had to admit it, Diana had seen better days; her arms and head had bandages over them, and she suspected that her civilian clothes hid even more injuries. It was probably thanks to the accelerated healing factor that she possessed that Diana was even walking at all.

Diana gestured for her to come inside. "What happened?" asked Kara worriedly.

"Ben came with Batman and I to wish your cousin a happy birthday; however, Mongol was there."

Kara gasped. She knew about Mongol; she had been with Ben when he was looking at the old case files.

"Is he hurt? Where is that freak, Mongol!? I'll…"

"Ben is alright, at least physically." Diana frowned for a moment; she had been upset too after seeing what the Black Mercy had done to Ben. Anyone in the League would have been. But Kara seemed a little… _too_ protective.

"What do you mean, 'at least physically'?" Kara seemed less mad, and now was just concerned.

"Mongol had attached a plant to Clark; it made him live his heart's greatest desire. When Ben pulled it off, it did the same thing to him. He was able to snap out of it himself, but… well, see for yourself." Diana nodded towards the stairs.

"Thanks, Diana." Kara rushed upstairs.

Diana limped over to the living room and sat on the couch. It had only been a couple of hours since the fight, and even with her rapid healing, she was still in a lot of pain. She had wanted Bruce to stay as well, but Batman's bedside manner needed serious work. For now, only the founding members of the League and Kara knew about what happened, and for Ben's sake, they intended to keep it that way.

…

Kara hurried upstairs. It wasn't hard to find which room Ben was in; super hearing allowed her to hear his heartbeat. She opened the door to find him sitting upright on his bed. He'd definitely looked better; his skin was pale and his eyes were bloodshot from crying so hard. He stared blankly at his feet; he didn't even acknowledge her as she came in.

"Ben?" no answer. Kara walked over to him and gently shook his shoulder. That got him to at least look at her, but he didn't really _see_ her. It was as if something was missing in his eyes; it took Kara a moment before she remembered where she'd seen it before. It had been the first day that she and Ben had met; when Ben had spoken about his family's death. It looked like Ben had been through it all over again. Kara sat at the foot of the bed.

"Ben, look, I don't know what happened to you; but no matter what, I'll be here if you need me."

Ben looked up at her for a moment. For a second, Kara thought that there was going to be a repeat performance of what happened the first night at the Kent farm. However, instead of breaking down in tears, Ben simply shifted until he was sitting next to her. After a second of hesitation on his part, Ben wrapped his arms around her tightly. Kara was a little surprised, but returned the hug with equal force.

"Thank you." Ben whispered.

…

Both Diana and Kara stayed at Ben's home for the next few days. Other League members would visit, but Diana and Kara rarely left for more than an hour or two. During the first couple of days, Ben was nearly lifeless, rarely leaving his bed and, save for the occasional word or phrase, was completely silent and even then, those words were usually directed at Kara. On the third day, Ben surprised both women by coming downstairs and telling them "good morning". And he did it with a smile.

"I guess I realized that I can talk to you all about this kind of stuff," Ben had said to Diana when she'd asked what brought about the change, "just knowing that I have people who will listen, who'll be there if I need them; that just made me feel better."

Two days after that, both Diana and Kara felt that Ben didn't need people hovering nearby, watching over his shoulder. They packed their things and were almost ready to leave.

Diana was ready first, and was preparing to contact the Watchtower to be teleported when Ben stopped her.

"Diana?" the Amazon princess turned to see her young friend behind her.

"Yes, Ben?"

"I just wanted to say thanks; you know, for being there after I got that plant off of me."

Diana smiled. "Of course, Ben. I know that you'd do the same for me."

Ben smiled back. "I also wanted to say thanks for saving me."

"How do you mean?"

Ben looked down. "If you hadn't called out my name, I don't know if I'd been able to break free. I still don't know if I _wanted_ to break free."

Diana understood what he meant; during her stay at his home, Ben had told both her and Kara what the Black Mercy had shown him. For him to see the people he cared for the most, and then realize that it was all an illusion… both Amazon and alien wanted nothing more than to see Mongol burn for that.

Ben started speaking again. "But still, the fact that I let go… maybe that means that I'm starting to move on; I'm not forgetting them," he added when he saw Diana raise an eyebrow, "but I think that this means that I _can_ live without them. Or at least, live without seeing them again."

Diana pulled him into a gentle hug, which he returned. "I'm glad to hear it, Ben." She let go and took a step back, putting a hand to the communicator in her ear. "Ready, J'onn."

Ben shielded his as a flash of light made Diana disappear. _I wonder if that's what people do when I transform_, Ben thought idly. He turned around and saw Kara standing at the top of his stairs.

"I assume that you heard what I said?"

Kara smiled sheepishly. "A curse of super hearing." She lifted off and floated down the stairs. "Still, I'm happy that you're starting to move on." She looked down, then up; she seemed to have difficulty looking Ben in the eye.

"Kara? You okay?"

To Ben's surprise, a small blush had appeared on Kara's face. "Are… are you sure that you don't need me to stick around? I don't mind staying a couple more days if you need me to."

Ben blinked. Was she…? Nah, couldn't be. "Kara, I'll be fine." Somehow, Kara seemed disappointed. "But, if I have any problem, no matter how small, you'll be the first person I call, okay?"

Kara brightened up at that. "You better, or I'll kick your butt."

Ben laughed. "Yes, ma'am." He said jokingly.

Kara smiled warmly, then grabbed Ben in one of her crushing hugs.

"Kara!" Ben gasped, "Air!"

"Sorry!"

As Ben got air going back into his lungs, he looked at Kara. Unlike Julie, who was short enough that Ben had to look down, Kara was his height, maybe even a few centimeters taller, so he could easily look her in the eye. It was also very difficult for her to hide that blush.

"Kara, are you okay?"

Kara looked right into his eyes for a moment. "I'm glad you're feeling better, Ben." Then she gave him a quick kiss on the cheek. "Watchtower, ready for teleport." As she began to disappear, Kara saw Ben put his hand over the spot that she'd kissed, a stunned expression on his face.

…

**You may begin crying your eyes out.**

**I know a lot of you will probably say something like, "Oh my god! Incredible Muffin, how could you do that to poor Ben? What the hell is wrong with you!?" Well, first of all, I am a sadistic bastard, but I promise that I will never do something that mean to poor Ben ever again.**

**Also, I've seen the JLU episode, "For the Man Who has Everything", and my god, is that episode sad. And yeah, I cut out a few things, but that bit with Ben's fantasy? It broke my heart writing that. I did, however, want to actually give Gwen, Kevin and Julie some lines; to make them real, so to speak, not just people that Ben talks about.**

**Also, after reading this, you might be wondering if Diana has feelings for Ben. I am going to stop you right there. She does NOT. She sees Ben more in the younger brother role. THAT WILL NOT CHANGE!**

**Another question that might be on some people's minds is "What did Ben get for Superman for his birthday?" that will be answered, I promise; I have plans in mind.**

**Oh, and the thing that all of you will be freaking out over: that last paragraph. Yes, she kissed him. No, he did not expect that. Yes, this is when he starts to think about it.**

**Oh, and at this point, it's been about five months since Ben lost his family. Most people would grieve for longer, but Ben has always been an adaptable person. There is a good chance that he would be able to accept and move on faster than a normal person; that is not to say that he will just say, "forget 'em" and move on, he'll probably grieve to some extent for the rest of his life. But, like Ben said, he'll be able to live without them, and that is what moving on after a death is all about; it's about being able to acknowledge that a person or persons is gone and that you will never see them again. However, that should not be what you focus on. You should remember all of the good time that you had with that person; besides, that person would want you to live your own life, not stay focused on death.**

**Okay, I've rambled enough and discussed philosophy. Now I'm off to stop my mutant muffin minions from setting Deadpool on fire; it's just a waste of lighter fluid and matches.**


	8. Chapter 7

**Justice League Unlimited does not belong to me. Ben 10 does not belong to me. If they did, why would I write fan fiction about them meeting, when I could actually make it happen? Oh my God, that'd be awesome in a box with a side-order of win.**

**I know, I know; you all wanted to see what happens next in the Ben/Kara relationship. Well, I'm working on that, but until then, enjoy this bit of silliness.**

Ben 10: Unlimited

Chapter 7

Kids' Stuff

Ben Tennyson had fought plenty of villains in his own universe. He'd faced down warlords, thieves, even extra-dimensional gods; which made the battle he was currently fighting seem like a walk in the park. He, transformed into Fourarms, along with Batman, Wonder Woman, Superman and Green Lantern, were fighting several supervillains inside of a Federal gold reserve.

The villains weren't all that tough. In fact, any one of the heroes facing them probably could have taken them down by themselves. As it was, it wasn't too long before only one villain was left standing; he was called Copperhead, a man who was dressed like a snake, complete with venomous fangs.

"I won't go down so easily!" he hissed as he leaped towards Green Lantern. Lantern calmly created a brick wall with his ring, which his opponent promptly knocked himself out against.

"Sure you will." Green Lantern responded. As the other fallen villains were brought together, he bound them together with some willpower-generated rope. "Guess that's a wrap."

The other four heroes gave him a funny look.

"Sorry; been hanging out with Flash too much."

Fourarms grinned. Finally, it wasn't him making bad jokes. He opened his mouth to tease the guy, but he was interrupted by the appearance of a wave of purple and gold energy. Before anyone could react, the wave covered them, and then they disappeared.

**Another Dimension**

The five heroes opened their eyes to find that they weren't in Kansas anymore. They were floating on a chunk of rock, surrounded by a white sky, crisscrossed by jagged red and black lines. Fourarms could see dozens of other rocks in the distance, each one with people on them.

"It was Judgment Day!" Copperhead raved, "And we got sent to the bad place! The bad place!"

Any further freak outs were halted when Cheetah, another villain, slapped him. "Snap out of it Copperhead!"

"This place is weird," commented Fourarms, "it kinda reminds me of the Null Void?"

"What's the Null Void?" asked Wonder Woman.

"Prison dimension in my universe," the red alien responded, "used to hold the most dangerous bad guys of my universe. I've had to send a lot of my villains there before." Fourarms looked around. "At least there aren't any flying squid-things around."

"Have you noticed something odd about all this?" interrupted Batman.

"Aside from the obvious?" snorted Fourarms.

"There are only adults here." Batman said, as if Fourarms hadn't spoken.

Wonder Woman looked around. "He's right; there aren't any children here."

"That's because a child is responsible."

The heroes turned to see a woman in purple and gold robes floating towards them. Fourarms couldn't see her face, or any of her true features; she was completely covered. The other heroes went into fighting stances.

"Morgaine Le Fey." Growled Batman, "I should have known."

"Calm yourselves; I mean you no harm. My own son, Mordred, is responsible for this treachery, banishing all adults to this shadow-realm." She looked out to the distance. "And after I spent millennia feeding him, bathing him, preparing him to be king. Where did I go wrong?"

"See, this is why you shouldn't teach your kid magic if you're evil." Said Fourarms while rolling his eyes, "It always comes back to bite you later."

"You'd think they'd learn." Muttered Green Lantern.

"You're a sorceress," Wonder Woman said to Le Fey, "can't you just undo his spell?"

Morgaine shook her head. "No, he has the Amulet of First Magic; he's too powerful." She paused, then looked at the heroes. "But if we all work together…"

Batman finished her sentence. "You want us to defeat your own son?"

Even though her face was hidden, Le Fey seemed smug. "So don't trust me. Let him rule the world and all your children. Here we will stay. Forever."

"Well, how can we get to the real world?" asked Fourarms, "I don't see an exit anywhere."

"You won't need one," explained Le Fey, "the spell only banishes adults."

The heroes didn't take long to figure out the sorceress's meaning.

"I don't like where this is going." Said Green Lantern darkly.

"It's the only way." Responded Le Fey.

"We have to do it," Superman sighed. Sometimes doing the right thing could make a hero miserable.

"Excellent," hissed Le Fey, "_Milugu_ _sagaroth, raboth tanaabu, kathuta_!"

With a flash of green light from the sorceress's hands, the heroes vanished.

**Funseyland Amusement Park**

With a glee that only a sadistic child could have, Mordred came to the amusement park, now full of only children, and turned it into a dark, twisted palace for himself and his "subjects". This was what he'd always wanted; a kingdom, a mass of followers, and no mother telling him what to do. With but a glare, the other children followed Mordred without a backward glance. If they had, they might have noticed the shadows behind them; shadows that led to five ten-year-old heroes.

"This better be temporary," said Batman, while looking down at his much younger self.

"You sound weird," said Superman, "whoa. So do I."

"I kind of like this," said a smiling Wonder Woman, as she noticed that she was a good few inches taller than her teammates.

"I don't," said a new voice. The others turned to see the ten-year-old Ben Tennyson. While the other heroes had remained in their costumes, albeit kid-sized ones, Ben had completely changed. Gone were his green jacket, jeans and even his Ultimatrix. Instead, he wore a white t-shirt with a black stripe going down the middle, brow cargo pants, and a black and white device on his wrist.

"Ben?" asked Superman, "What happened?"

"Stupid magic must've made us how we were when we were ten years old, not just de-aged us," explained Ben, "which means that I don't have the Ultimatrix, I have the original Omnitrix. No Ultimate forms, shorter time spent as an alien, and a long recharge time. Great, I'm not gonna be much help here, guys."

While Wonder Woman placed a comforting hand on Ben's shoulder, Batman turned to Green Lantern, who was squinting.

"What's the matter?" asked the Dark Knight.

"I wore glasses as a kid," explained Lantern, "guess I need 'em again." When he spoke, his ring created a set of square, thick-rimmed glasses. "Wow! I didn't even try to make these!"

"I hope not," said Batman, as Superman tried not to laugh. Even Ben cracked a smile. Green Lantern focused until his dorky glasses became a much cooler mask.

"Nice," complimented Superman.

"Would you stop messing around?" asked Wonder Woman as she slapped the Kryptonian upside the head, "We gotta find Mordred!"

"Bet the little punk's in there," said Batman, pointing to the castle.

"Yeah, you're probably right," agreed Ben, "the kid grew up in Medieval times, right? He'd like to stay in a castle." Activating the Omnitrix, he cycled through his aliens, noting that he had significantly fewer than before.

_Oh well_, he thought, _I'll make do with what I've got_. He made his choice and slammed down the dial.

"HEATBLAST!" The fiery alien looked down. "Well, at least it gave me the alien that I wanted. That's a plus."

"Come on!" said Batman, as he ran towards the castle. Superman, Green Lantern, Wonder Woman and Heatblast flew over and past him, all with grins on their faces. "It's not a race!" whined Batman.

They crossed the drawbridge over the moat; then, Superman drew back his fist and knocked the door open. There, they saw a young boy with blonde hair and purple clothes sitting on a throne; obviously Mordred, surrounded by children. The immortal child stared at them in shock, then burst out laughing.

"The Justice Babies! Ha!"

Batman's eyes narrowed. "What are you laughing at, precious?"

The laughter ceased. "So, Mother sent you, huh? She shouldn't send a boy to do a man's job!" grasping the amulet around his neck, he sent a wave of purple energy at the action figures held in a boy's arms. The toys grew in size, until they were twenty feet tall.

The heroes stood in shock for a moment, then leaped into action. Superman attacked a red one with a spiked mace, but was slammed into the ground. A beige enemy with a hammer prepared to finish him off, but was distracted when Green Lantern blasted him with a beam of energy. Faced with this new enemy, the robotic-looking foe gave chase.

Batman attempted to attack Mordred directly, but was intercepted by a thin, purple Cyclops with large claws. He jumped over his monstrous opponent and launched a grappler at Mordred, who ducked. Instead of him, the grappler hit his throne.

"Ha!"

Batman only smirked as he pulled the line towards him, knocking the throne on top of Mordred. The smirk vanished, however, when the throne exploded, revealing a very angry Mordred. He sent a blast of purple energy at Batman, who dodged, letting the magic strike the monster behind him instead. The creature vanished, with only a few purple sparks remaining.

Heatblast flew over the head of his opponent, a green, armored brute with a large axe. Keeping sure to stay out of its range, Heatblast kept up a constant stream of fire. Eventually, the entire beast was glowing red. Drops of melted metal fell to the ground. Heatblast stood in front of it, and arrogant smile on his face. The creature raised its half-melted axe, when the alien hero merely pointed his forefinger at it, with his thumb straight up.

"Bang."

A single ball of fire struck the creature in the chest; it was just enough to cause the thing to collapse into a melted puddle. With a laugh, Heatblast flew off to help the others.

Green Lantern had a little problem. Not with his opponent, he was doing an admirable job of staying out of the range of its hammer; no, he couldn't figure out what to use to destroy it.

"I'll make a laser cannon!" he cried out, "No, no, a missile launcher! Oh, I know!"

"Just pick something!" yelled out Batman.

Focusing, Lantern created a giant green boxing glove, and smashed the thing into pieces.

Meanwhile, Superman had dispatched his enemy with a blast of heat-vision, but Wonder Woman was having a bit of a problem. Her opponent, a fiendish thing with a large spear, had pinned her to a pillar, where she was left unable to counterattack. Fortunately, Batman jumped onto its head, stabbing with a batarang. Sadly, the attack did nothing more than annoy the creature. It reached up and grabbed Batman by the cape, who still tried to attack it.

Seeing her friend in trouble, Wonder Woman flew forward and smashed her fist into the thing as hard as she could. Cracks spread across it's body, then it shattered. Batman fell to the ground, but was caught by the Amazon Princess.

"You okay, tough guy?"

"Let go, I'm fine!" Batman struggled out of her arms, then sulked off. Wonder Woman watched him go with a small pout.

Finished with their battles, the heroes gathered together again in front of Mordred.

"That's not fair!" he cried out.

"Get 'im!" Batman yelled, while the others charged ahead.

Mordred raised a hand, and all of the heroes, save for Heatblast, were encased in ice. The fire-alien was instead covered in stone.

"Playtime is over," gloated the sorcerer as he grasped the amulet, "you'll share the fate of all my enemies: execution."

The floor opened up, and the heroes fell into a dungeon below. When they struck the ground, the ice and stone that held them disappeared. Superman tried to fly back up, but Mordred created a web of magical energy that not only blocked the Man of Steel, but also sent him crashing back to the floor. Heatblast raised his hands, ready to charbroil the little creep, when the Omnitrix symbol on his chest began to flash red.

"Oh, come on," he groaned, "we're back to this shtick again?" in a flash of red light, he transformed back into Ben.

With typical bad timing, one of the gates in the dungeon opened, revealing a pair of glowing, red eyes. From the shadows stepped a very small, yellow monster with fangs and fan-shaped ears. He wore a red suit, with a purple cape. He might have been intimidating if he was taller than the heroes, or even close to their size; however, he only came up to Ben's knees.

"What'd he do to the demon?" asked Green Lantern.

"Etrigan?" asked Batman. In response, the mini-demon blew of stream of hellfire in their direction. Wonder Woman pulled Batman away, while Ben took cover behind a shield created by Green Lantern.

Before the League-aligned demon could overwhelm the shield, Superman flew forward and grabbed the little monster.

"No!" yelled Batman, "Don't hurt him!" Obviously, Mordred had enslaved their demonic friend. Etrigan opened his mouth and chomped down of Superman's arm. Since Etrigan was a magical being, the fangs pierced his normally indestructible skin.

"Ow! Tell him that!" shaking his arm, Superman launched the demon across the dungeon. Etrigan, in turn, blew a ball of fire into Superman's face.

Green Lantern tried to put the demon in a cage, but he simply crawled out of it. He slammed into Green Lantern, knocking him out. Then Ben slid forward, feet first, catching Etrigan in the back and sending him flying. Before the demon could retaliate, Batman flung his cape over Etrigan's face.

"Etrigan, cut it out!"

The demon did no such thing, grabbing the cape and throwing Batman over his head and onto his back. As he stood over the fallen hero, Wonder Woman approached.

"Etrigan, you stop right there! I mean it!" the demon turned to her, confusion on his face. "You naughty monster! Bad, bad Etrigan!"

Tears welled up in Etrigan's eyes, and he began to cry.

Wonder Woman picked him up, and rocked him in her arms. "Hey, little guy, it's okay." She was practically cooing. "I won't hurt you."

Batman rolled over. "You've gotta be kidding."

"Anyone besides me finding this way too freaky?" asked Ben.

"He's just a baby." Wonder Woman patted Etrigan's back until he burped a small ball of fire. "That's all he needed."

Green Lantern sniffed the air, then his face scrunched up in disgust. "Aw, man, that ain't all he needs."

Batman backed up. "Now that is a job for Superman."

Green Lantern nodded. "I'm gonna punch a way out of here."

Wonder Woman handed Etrigan to Superman. "I'll help."

Superman looked at Ben, his face pleading.

"Uh, I'm gonna go supervise." Then Ben ran off.

"Traitor," muttered Superman, as he held the very smelly demon as far away as his arms could stretch.

…

It took a while for them to escape, which gave Ben some time to think. Being a ten-year-old again reminded him of the adventures he'd had on that fateful summer. Even though it had been a few weeks since he'd recovered from the incident with Mongol, it still hurt to think about how he'd never see his loved ones again. It just hadn't been fair; he had done so much good for people, the world, even the entire universe. Why did they die?

Ben quickly cut off that line of thought; it was in the past, and he needed to move on.

After a few hours of digging, the heroes made their way to the courtyard just outside the castle. It was chaos; children were running around making a mess, fighting with each other, and just doing the things that children do when adults aren't around. Superman, Batman, Wonder Woman and Green Lantern flew to the center of it all, while Ben hid in a nearby alley, along with Baby Etrigan. He couldn't stay as an alien for very long, and he didn't want his secret identity revealed, even if he was unrecognizable. Regardless, now that the Omnitrix had recharged, he was ready to go hero if the others needed him.

Wonder Woman's eye twitched, before yelling out, "THAT'S ENOUGH!"

The other children froze. Then a small girl said, "You can't tell us what to do! You're not our mom!"

Wonder Woman glared at her. "No, but I promise you, we will find all your moms." She turned her glare to all of the children. "And I'm gonna tell!"

_Good thing she mellows out when she get older_, Ben thought. Etrigan gurgled in his arms, as if agreeing with him.

"Go outside and wait for your parents." For a moment, the children didn't react to Wonder Woman's words. "Now!"

Ben approached the other heroes as the children left. He saw Wonder Woman walk up to Batman, place a hand on her hip and wink. The eyes of Batman, Green Lantern, and Ben all widened; Superman's didn't, because he apparently didn't notice.

"Your girlfriend sure is bossy," commented Lantern.

"Shut up," Batman retorted, then walked off.

"Do those two have a history?" asked Ben.

"Oh, totally; Bats just won't admit it. It's kinda sad."

The heroes snuck back into the castle without incident; apparently, Mordred thought they were dead, and thus didn't feel the need for guards. The group saw that he was asleep; to make things better, he had a set of headphones covering his ears.

"We can take him," whispered Wonder Woman.

"I'll make a giant lawnmower and chew 'im up!" said Green Lantern. The other heroes stared at him for a moment.

"I say we get that amulet away from him, then we can take him down." Said Batman. "Ben, can you turn into Ghostfreak and take it away? Once we do that, we should be able to stop him." Batman looked at Green Lantern. "But no mowers."

"Why?" asked Lantern.

"Because it's stupid." Responded Superman.

Meanwhile, Ben was cycling through his aliens, until he found Ghostfreak. He slammed the dial down, but the alien he turned into was definitely not Ghostfreak. It seemed to be made of green vines. Instead of legs and feet, it had a mass of tentacle-like vines, seedpods on its back, and a single black eye.

"WILDVINE!" the voice of the alien was soft and raspy. Wildvine looked down. "Oh, come on, stupid watch! See, this is why I traded up for the Ultimatrix!"

"Is this going to be a problem?" asked Batman.

"No, it's cool; I can work with Wildvine."

"All right, while Wildvine is doing his thing, the rest of us split up, two on one side, two on the other."

"I'll go with Clark." Said Wonder Woman. Then a sly look came over her face. "Unless you want me to go with you, Bruce?"

"Whatever," was Batman's response.

"I'm cool to go with Diana," said Superman.

"I changed my mind," said Wonder Woman, "I'll go with Bruce, and John can go with Clark." She grabbed his arm and dragged him off.

"What's with them?" asked Superman.

"Seriously, dude?" asked Wildvine, rolling his eye. "You remember when I called you dense about the Lois thing?" Superman nodded. "Okay, I'm extending that to other people's relationships, too." He then slid towards Mordred.

Superman turned towards Green Lantern, who only rolled his own eyes and snickered, then flew off.

"What am I missing?" asked Superman to no one in particular.

As the senior Leaguers got into position, Wildvine slithered towards the target. Once he was close enough, he stretched out a vine and gingerly wrapped it around the amulet. Unfortunately, the other Leaguers were unable to warn him as a little girl approached him.

"What are you doing?"

Startled, Wildvine dropped the amulet on Mordred's chest, waking him up.

"Get the amulet!" cried Batman.

Before he could fully awaken, Wildvine stretched another vine out and wrapped it around Mordred's face. Then he flipped the young sorcerer on his back, while the other Leaguers jumped on him.

"We can take him!" yelled Batman, "He's just a little kid!"

That was the wrong thing to say, as Mordred's eyes began to glow, and his body began to grow. In a few seconds, he was bigger than Humongosaur.

"Man, I hate magic!" complained Green Lantern, as he and the others were thrown off.

"Now who's little?" boasted Mordred. He brought a giant foot down at Wildvine, who had been trying to get the girl to safety.

Seeing the danger, he grabbed one of the seedpods from his back and hurled it at Mordred, where it exploded like a grenade. Knocked off-balance, he collapsed. The shockwave from the impact hurled Wildvine, Batman and the girl into the air. Batman was caught by Green Lantern, riding a willpower-generated surfboard, the girl was caught by Superman, and Wonder Woman caught Wildvine.

As they flew off, Mordred fired a blast of magic from his eyes; this blast hit two stone dragons that came to life from his magic. The dragons spread their wings, took off and gave chase.

…

"You're kind of heavy," commented Wonder Woman as she carried Wildvine.

"You have super-strength," said Wildvine, "what counts as heavy to you?"

Before Wonder Woman could respond, the Omnitrix symbol began to blink red, and then Wildvine turned back into Ben.

"Oh, come on!" he yelled, "That wasn't even five minutes!" Was this watch trying to get him killed?

"Well, at least you're not heavy," said Wonder Woman, trying to lighten the mood.

"Again, super-strength; I shouldn't be heavy unless I'm Way Big or something."

Before the conversation could continue, one of the stone dragons flew behind Wonder Woman and grabbed her by the shoulders. In her surprise, she accidentally dropped Ben. Since the Omnitrix was still recharging, Ben was helpless as he fell towards the ground.

Wonder Woman knew she didn't have long; Ben was going to die if she didn't something! She threw her magic lasso around the dragon's jaws, then used her own super-strength to hurl the dragon towards the ground. With the dragon's fall adding momentum to her already impressively fast flight, she was able to catch up to, and overtake, Ben's fall. She caught him by the arm while they watched the dragon shatter on the ground below.

"I keep falling from high places like this, it's really gonna mess with my health one day." Ben said it as casually as he could, but Wonder Woman could feel him trembling. He had been terrified. She tightened her grip around his hand as sign of support, which he thanked her for in the form of a smile.

The two made it back to the castle, where Superman and the little girl were waiting. They turned to see Green Lantern and Batman closely followed by the giant Mordred. They all made their way into the castle, before closing the doors and barricading them shut.

"Come out of my castle!" came Mordred's booming voice. "Your king commands it!" The sound of giant fists banging could be heard.

The heroes huddled together, trying to figure out what to do.

"I got a plan," said an enthusiastic Green Lantern, "I'll make some giant handcuffs and…"

"Forget it." Interrupted Batman, "We've gotta focus on…" seeing Lantern's crestfallen face, he reconsidered. "Never mind what I just said, we'll take care of everything else; Lantern, you go crazy."

At Batman's instruction, Superman punched a hole in the wall, where the others flew out. While Lantern got ready, everyone else hid behind some rocks, where Ben had stashed Etrigan. After a quick discussion, Ben had to ask.

"Will this work?"

"Hopefully," said Batman, "as long as the Omnitrix doesn't mess up again."

Ben looked down, a little nervous. His confidence had been shaken more than he'd admit after the last couple of screw-ups. Wonder Woman saw it and put a hand on his shoulder.

"Don't worry," she said comfortingly, "I know you'll do it."

Ben gave a small smile in return.

…

Mordred burst through the doors to his castle, but found that no one was there.

"Hey, junior!"

Mordred turned to hear the voice calling him out, and found a giant green battlesuit, almost as large as he was now, poised to fight him. Piloting the mech was Green Lantern.

"How 'bout pickin' on someone your own size?"

A sadistic smile came to Mordred's face as he cracked his knuckles. "You're so dead."

Gritting his teeth, Lantern created missile launchers on his mech's shoulders, firing a volley at the would-be king. Mordred didn't even move. When the smoke from the explosion cleared, Mordred was unharmed, but he was changed. He was wearing a suit of plate armor and holding a massive poleax. Smiling, the young villain charged. Lantern tried slowing him down by shooting him with the cannon on his creation's arm, but to no avail. The axe went right through the stomach of the mech, knocking it to the ground and pinning the Lantern there.

As the construct vanished, Mordred asked, "Did you really think you could beat me in that piece of junk?"

Lantern shrugged, smiling. "Wasn't really trying."

Mordred felt a tug around his neck, and saw Superman trying to pull off his amulet. "Treachery!" he yelled.

As Superman finally yanked off the amulet, he was grabbed by Mordred. Unable to get away, Superman tossed it to Batman. However, the Dark Knight was unable to get very far, as Mordred's other hand caught him. He quickly threw it to Wonder Woman, who made a beeline to a cluster of rocks. Mordred sent a blast of magic from his eyes, pulling the Amazon towards him.

At the last second, she threw the amulet to the rocks, where three green tentacles caught it. The owner of the appendages climbed over the rocks. It was a small, green woodchuck-like creature. The tentacles emerged from its mouth. The symbol of the Omnitrix was displayed on his chest.

Mordred burst out laughing. "What in the world is that ugly thing?"

In response, the creature pulled his tentacles back into his mouth, taking the amulet with them. With a loud gulp, the mystical object was swallowed whole.

"This guy's name is Upchuck." the alien said, "Three guesses what his other power is besides eating stuff."

Before Mordred could react, Upchuck opened his mouth, releasing a massive blast of green energy at Mordred. The blast was so powerful that it knocked Upchuck off his feet and into a tree, before he fell onto his back. For a moment, he saw three of everything but, with Wonder Woman's assistance, he was able to stand up. All of the other heroes, even baby Etrigan, were smiling at him.

"So," said Upchuck, "did I get him?"

"Nice try," came Mordred's voice. The heroes turned to see him getting to his feet, his armor smoking, but otherwise, he was unharmed. "I've already absorbed too much of the amulet's power."

With a blink, the six heroes were pulled into the air and held upside-down. Mordred held out a hand, where purple energy gathered and formed a spiked sword.

"Now," he said as he brandished the sword at the heroes, "I'll take care of my kingly duties myself." But as he began to move towards them, he was stopped when the little girl from before got in his way.

"What?" Mordred asked.

"I'm scared," the girl whimpered, "I want my mommy."

"You don't need a mommy," said Mordred, "you're better off without one; trust me."

The girl just started to cry.

"Stop it," demanded Mordred, "Stop it!"

"Some king," said Superman sarcastically.

"I'm not impressed," said Wonder Woman.

"What'd you expect?" asked Batman, "He's a boy, doing a man's job."

"You don't know what it's like," said Mordred, approaching the floating heroes, "being stuck as a kid."

"Since you got all that power, you could've been a man any time you wanted." Batman smirked, "I'll bet you're too chicken to grow up."

"Yep," agreed Green Lantern, "big chicken, that's what you are."

"Face it, you little wuss," said Upchuck, "you like being a little momma's boy."

"I'll show you," Mordred yelled, "I'll show you all!" in a flash of purple light, the boy disappeared. In his place stood a tall, muscular man in his twenties.

"I'm older than you now." He said in a superior tone.

"You sure are." Agreed Batman, the smirk not leaving his face.

Mordred realized his mistake as his body began to become transparent. In a few seconds, he disappeared entirely. With him gone, the magic suspending the heroes in the air wore off; they landed on their feet and approached the spot that Mordred had occupied.

**Shadow-Realm**

Mordred looked around at the prison he'd created for adults; the prison he'd been tricked into sending himself.

"They cheated!" he pouted, "After I fix this, they're toast!" he tried to summon his magic, but nothing happened. "What's wrong with me? Where's my power?"

"You've used it all." came a voice from behind him. He turned to see his mother, Morgaine Le Fey. "Don't you realize what you've done?"

"What?" Mordred demanded, panic crawling across his face. "WHAT!?"

**Earth**

Across the world, Mordred's spell wore off, and adults were returned to the children that missed them. Any warping of reality that Mordred had caused was reversed, and the world began to return to normal.

At the amusement park, the six heroes of the Justice League were approached by Le Fey. She stared at them for a moment, no doubt contemplating killing them right there.

"A bargain is a bargain." With a wave of green energy, the Leaguers were returned to their right ages. Upchuck was transformed back into an eighteen-year-old Ben Tennyson, complete with his trademark jacket and his Ultimatrix. Wonder Woman, who had been holding the baby Etrigan, looked down to see a fully-adult version of the demon.

"Mommy." He said. Wonder Woman quickly dropped him on the ground.

Before anyone could see his identity, Ben quickly transformed into Diamondhead, as Le Fey turned to leave via a magic portal.

"Wait," said Batman, "what happened to Mordred?"

"My spell granted him eternal youth," explained Le Fey, "but now that he's broken it, all he has is eternal life." Without a backward glance, she strode through the portal, which then disappeared.

Diamondhead glanced at Etrigan. "So, we're never talking about the whole diaper thing, or the mommy thing, right?"

If looks could kill, then the glare that Etrigan gave would've murdered Diamondhead several times over.

Batman looked out at the rejoicing families that were still being reunited. His eyes narrowed.

"Circumstances aside," said Wonder Woman as she approached him, "it was actually enjoyable to be a kid again."

Batman didn't even look at her. "I haven't been a kid since I was eight years old." He walked off without another word. Understanding his meaning, the other Leaguers solemnly followed.

**Well, there we go, another chapter done. I realize that this chapter didn't really have much going on in regards to the plot, but after what I did in the last chapter, I figured I should put Ben on a mission that doesn't have him fighting any inner demons. Besides, both this episode and the one before it in the show had absolutely NOTHING to do with the plot anyway. The next chapter will be more plot-related.**

**Now, I know that it's been a while since my last update. Between college (which is more important to me than writing fan fiction), some writer's block and having another fan fiction rattling around my muffin-obsessed noggin for a few weeks, it's been hard to write. Also, since I will be getting more classes soon, chances are that updates may not come quickly. Rest assured, I will endeavor to bring you more chapters as quickly as I can, but I also want to maintain/improve the quality of my writing, which I cannot do if I rush. I hope that you understand, but I will try for at least one chapter a month, maybe two if I'm lucky, but I can't make promises.**

**So I'll see you all later. In the meantime, I have to rejoin my Muffin Military Command to plot the takeover of the Cupcake Empire.**


	9. Chapter 8

**NEITHER BEN 10 NOR JUSTICE LEAGUE UNLIMITED BELONG TO ME. BUT I CAN DREAM THAT THEY DO.**

**Before I begin, I'd like to thank the people that have given me so much positive feedback since I started this story; it means a lot that so many people enjoy my work. You all have my heartfelt gratitude. Now, here's something I hope you'll really like!**

Ben 10: Unlimited

Chapter 8

Fearful Symmetry

Gilbert Halstrom ran for his life through the streets of Metropolis, though he ran in vain. Nothing would stop his pursuer; nothing could stop his pursuer. He tried to open a door, but it was locked. Before he could force it open, two red beams struck the knob, melting it into a red puddle. Halstrom turned to see his hunter land in front of him.

"What's with the running, Doc?" asked Supergirl, in a sadistic tone, "We both know how this is gonna turn out."

"I didn't tell anyone!" said a panicking Halstrom, "I swear!"

"Good, then you're the only loose end." Thanks to her super-hearing, Supergirl heard the sound of several guns cocking a few blocks away. She turned to face them, but one of her ambushers fired a shot. The beam of energy was Kryptonite-based, so it actually hurt her when it grazed her arm.

Clutching at her wound, she glared at her enemies. While Halstrom ran, she disappeared in a blur of motion, appearing in front of one of the gunmen. She grabbed his rifle and smashed it across his head. One of the others tried to fire a shot, but Supergirl heaved the unconscious body of his companion into him.

Several more shots hit the ground near Supergirl's feet; she turned her head up to see three more attackers using jetpacks to rain fire down on her. Supergirl flew into the air, easily dodging the Kryptonite lasers. Flying down into the city, she used her heat-vision to slice off a chunk of a building; said chunk slammed down onto one of the gunmen, taking him out of the fight.

Supergirl flew down to street-level, almost touching the pavement, while still closely followed by her enemies. She tried to throw them off by flying into oncoming traffic, but to no avail. Trying something else, she flew up and behind a billboard and ripped it out of the building it was attached to. Raising it above her head, she slammed it down onto the remaining two men.

While dusting off his hands, she heard the panicked breathing of her original quarry. She easily caught up with him at a laboratory. Smashing open the doors, she marched inside, determined to finish what she'd started, only pausing to push her long hair behind her ear.

She was moving towards the back when a set of doors opened. They revealed a robot, similar in design to a Mars Rover, but instead of solar panels. It had a pair of torture-style clamps and a massive syringe-like probe in the center. Before she could react, the robot grabbed her arm and smashed her against a wall. Before she could free her arm, a panel opened up revealing a saw-blade. She had to use her free arm to prevent the blade from reaching her throat. Using her super-strength, she ripped it off, just in time to stop the syringe from piercing her throat. A small green point on the tip revealed that it was armed with Kryptonite.

Drawing up as much strength as she could muster, she ripped off the clamp and sent the robot flying across the room. It shattered into pieces. After taking a moment to catch her breath, she walked into the room that the robot had come from, where she found Halstrom was cowering in a corner.

"You can scream now, if you want." Supergirl had a sick smile on her face, as her eyes glowed red.

"AAAAAH!"

…

"AAAAAH!"

Kara ripped off the covers of her bed, trembling and covered in sweat. She looked around; she was in her room in the Kent house. She was in Smallville, not Metropolis; but why had she had a dream like this again? She wrapped her arms around her legs and tilted her head up.

In the ceiling were two holes, still smoking from heat vision.

**Watchtower**

Supergirl sat in a private conference with the Martian Manhunter. He had spent some time examining her mind, trying to find the meaning behind the nightmares plaguing her.

"I've never fully understood the mechanics of dreams," he said after a while, "I don't have them, myself."

"Well, this one's doing a number on my ceiling," said Supergirl, "and Pa Kent's getting tired of patching it."

"I will say this," J'onn stated as he stood up from his chair, "what I saw was far more linear than ordinary dream-logic, but it didn't seem like a memory, either. It was inconclusive."

Supergirl looked at him in apprehension. "You mean I may have actually done these things?" The possibility that she may have _killed_ someone, or multiple people, terrified her.

"I'm sorry," said the Martian sadly, "I just don't know."

A voice from a nearby communication screen lit up. "J'onn, President Cho Chep is on Line One."

J'onn turned back to Supergirl. "I'm going to put you on the Inactive Roster for a few days. Let me know what you find." What the Martian meant was that, barring any serious threat to the world, Supergirl was only going to focus on finding answers, not fighting crime.

…

Supergirl had made her way to the cafeteria, where she met up with Green Arrow and Ben, who was transformed into Diamondhead. Ben had decided that unless he was alone with people that he completely trusted, he was going to remain as either Diamondhead or Fourarms. Aside from a select few, no one in the League knew his identity.

While Arrow and Diamondhead ate lunch, Supergirl explained what had been happening over the last few nights. Diamondhead could relate, at least in part; his nightmares still came, even after six months, though they weren't as common, and they rarely woke him up anymore. Still, he knew what these sorts of dreams could do to a person.

"So what's the big deal?" asked Green Arrow, "You had some nightmares."

_Obviously, you haven't had_ these _kinds of nightmares_, thought Diamondhead.

"These weren't just dreams," said Supergirl, "they felt like they really happened."

"I don't know, I've had some dreams that felt mighty real." The archer turned to see Black Canary across the room, typing on a laptop. "There was this one the other night…"

"Dude, TMI!" Diamondhead really didn't need to hear that.

"The point is that I couldn't live with myself if I really did what I saw." Supergirl looked at her friends. "Now, are you two gonna help me or not?"

"Of course, Kara, you know I've got your back." Diamondhead gave her a thumbs-up. Supergirl gave him a smile of thanks.

"So will I," said Green Arrow, "but vague memories like one of those alien abductions? Maybe you've just been hanging out in Kansas for too long."

"I wouldn't be so sure," said a new voice, "especially since those two are the aliens."

The others turned to see a man wearing a blue overcoat, pants, tie, fedora and an orange shirt sit down at their table. He was The Question, easily recognizable because he had no face. No eyes, no nose and no mouth.

_How does he talk_? Wondered Diamondhead. _Or eat?_

"You've got all the signs of repressed memories." Question said to Supergirl, "People dream what their minds don't want to remember; easier to convince themselves it's all bunk."

"What would she have repressed memories of?" asked Diamondhead.

"You were treated for injuries at S.T.A.R Labs, correct?" The Question didn't even look at Diamondhead. At least, he didn't appear to. It was hard to tell when the man didn't have eyes.

"Yeah," said Supergirl, "a few years ago, when Superman was brainwashed by Darkseid and attacked the Earth. I got hurt and he took me to S.T.A.R for help; I was in a coma for part of it."

"Meaning that there's a gap in time you can't account for." Deduced Question, "That's where we need to investigate."

"Okay, enough!" interrupted Green Arrow. He turned to the younger heroes. "Don't listen to this guy, everything's conspiracies with him."

"I don't know," said an uncertain Diamondhead, "he's got a point; if Supergirl can't remember a point in time, something might have happened." He saw the hurt look that Supergirl was giving him. "I'm not saying you did what you saw; I'm just saying that it sounds like a lead to follow."

"And it's not conspiracies, it's conspiracy; singular. Follow me." Question got up and motioned for them to come with him.

On the way, Supergirl whispered to Diamondhead, "You really don't think I did it?"

"No," Diamondhead whispered back, "I don't care what happened, you would never kill someone; it's not who you are."

Supergirl gave him another, much warmer smile. Inside, Diamondhead felt something weird. Since his body was made of stone, not flesh, he figured that it was the Petrosapien equivalent of a blush.

_Wait, why am I blushing? Oh, God, am I… _His mind went back to after the incident with Mongol, when Kara had kissed him. It had been a little awkward between them for a little while, but things had gone back to normal. However, he could've sworn that he saw Kara looking at him funny when she thought that he wasn't looking. _Oh, God, I think I_ AM!

Before he could think about his newfound revelation, they arrived at Question's room. Every Leaguer had a room assigned to them on the Watchtower. Some of them stayed on the station full-time, and they needed a place to stay; others would stay over a weekend, or a few days, and they needed a place to stay.

Once they entered and the doors shut, Question turned to Diamondhead. "Now, since my room isn't exactly enormous, and you are rather large, would you mind turning back to normal… Ben?"

The other heroes jumped in shock. Unlike in his own universe, Ben had been extremely careful in hiding his identity. For this guy to figure it out… Diamondhead sighed, and slapped the Ultimatrix dial, turning back into Ben in a flash of green light.

"How did you find out?" Ben asked.

"I do my homework," was the vague response, before Question turned to a large board with pictures, scientific journals and news reports pinned to it, with strings connecting it all. "Now, let's get back to the matter at hand."

"Going back as far as ancient Egypt there've been a cabal of powerful individuals directing the course of human history. However, the common man prefers to believe that they don't exist, and that aids their success."

The other three took a closer look at the connected issues on the wall. "Global warming," read Supergirl, "military upheavals in the third world and actors elected to public office?"

"The spread of coffee bars, germs outpacing antibiotics and boy-bands?" read Green Arrow, "Come on, who would gain from all of this?"

"Who indeed?" asked The Question.

"You know what, I was wrong," said Ben, "he is nuts."

"What does any of this have to do with my dreams?" asked Supergirl.

"If I'm right, you're part of it; you're going to need my help. I'm going with you." The Question started to walk out of his room. The others followed, with Ben quickly transforming into Fourarms.

"Hold your horses," said Green Arrow as he caught up, "no one asked for more help. This whole trip might just prove that the kid shouldn't eat nachos before bed."

"Peanut-butter sandwiches." Corrected The Question.

The others froze. "How did you… what, do you go through my trash!?" demanded an indignant Supergirl.

"Please," responded a seemingly-offended Question, "I go through everyone's trash."

"… All right, then," said Fourarms after a moment, "he's not only crazy, but he's creepy, too."

**S.T.A.R. Labs, Metropolis**

When the four reached the labs, they were greeted by Professor Hamilton, a middle-aged man with blonde hair and beard. He wore thick-rimmed glasses and a white lab coat. He had been a friend to the Kryptonian cousins for years and had helped them with his scientific expertise on several occasions. He seemed nice enough, only pausing for a moment when he greeted Fourarms. After explaining what had been happening, Hamilton brought them to a room in the medical wing of the facility.

"This is where we treated you when you were in your coma." said Hamilton, gesturing to an operating table, "You were on life-support the whole time; I promise, you weren't running around on violent missions."

"Well then, Professor Hamilton," asked a dubious Question, "maybe you can tell us why her memories led her here."

"I think I can explain that." Hamilton answered calmly. He turned to Supergirl. "You mentioned some sort of torture device."

"Yes." Confirmed Supergirl.

"With robotic arms, and a long probe in the center?"

"Cut to the chase," said Arrow, "You say you've seen something like it?"

"In fact, I have." Hamilton strode across the room.

Fourarms was a little surprised; they were actually getting somewhere! Hamilton pushed a button on a wall, opening a door. Supergirl gasped. There it was! It was smaller than it had been in her dream, but other than that, it was identical!

The robot moved forward as Hamilton explained. "It's not a torture device. It's a surgical robot. It has a Kryptonite-tipped lance; it was the only way to operate on you, Supergirl. That robot saved your life."

He glanced at The Question. "As for the rest of her dream; we humans are used to being vulnerable. But to Supergirl, surgery must have seemed terrible invasive." He tilted his head down to look Supergirl in the eye. "You were powerless to defend yourself; it's possible that your mind created a scenario of fighting back."

Supergirl looked down for a moment, before nodding. After thanking Hamilton for his time, they began to file out of the lab. Before he left, however, Fourarms turned back to the professor.

"Hey, Professor, can I give you a piece of advice?"

"What is it?" Hamilton was curious what an alien would say.

"The next time you make a surgical robot," said Fourarms, "try not to make it look like a torture device. You might have fewer traumatized superheroes that way."

Hamilton smiled. "I'll be sure to take that into consideration."

…

Outside of the labs, the heroes began talking amongst themselves.

"Well, I think that answered everything." Green Arrow looked satisfied.

"A little too well, don't you think?" asked Question.

"Does everything have a sinister motive in your world?" asked Fourarms.

"Yours too, you just don't know it." Responded Question.

"Uh, guys?" Supergirl pointed ahead, where three attack-helicopters were headed towards them. The lead gunship dropped a silver robot at them, where it tackled Supergirl to the ground. Before the others could help, twenty armed men began firing at them.

Green Arrow and Question took cover, while Fourarms slapped the Ultimatrix dial.

"RATH!" cried the humanoid tiger. He growled and leapt towards the nearest attacker; he grabbed the man by the throat and brought him up to his face. "Let me tell you something, soldier guy! Rath does not like it when people attack Rath's friends! It makes Rath angry! Uh, angrier! Whatever!" Then he delivered a headbutt to the man, knocking him out.

Meanwhile, Green Arrow fired a shot that created a smokescreen; using it for cover, both he and Question took down several more of their assailants. When he had the opportunity, the archer fired an explosive arrow at the rotors of one of now-landed helicopters, disabling it. Rath grabbed the tail of another gunship and promptly ripped it off. The men who remained conscious gathered up their wounded and escaped on the last helicopter.

Supergirl was finishing up her fight, decapitating the robot with an uppercut. The horseshoe- shaped head embedded itself into a rock.

"What was that about?" demanded Green Arrow as he looked around at the damaged area.

"Isn't it obvious?" asked Question as he walked away, "We're asking questions someone doesn't want answered."

"Oh, learn a new tune already!"

"I'm starting to think he's right." Supergirl looked down in worry. "That robot came after me; the rest of this was just a distraction." Then she looked around. "Hey, where's Ben?"

After a moment, the two found Rath, pummeling the remains of the helicopter he'd destroyed.

"Hey, kid!" Arrow shouted to get his attention, "I think you got it!"

Rath looked down at the wreckage. "So!? It needs to be taught a lesson!"

Green Arrow looked at Supergirl in confusion. "I'll handle it," she said, "Ben, I think it's time to turn into something a little less… violent, okay? We need to get moving."

Rath grumbled for a moment. "Fine, whatever." He slapped the Ultimatrix dial on his chest, turning into Chromastone. "Sorry about that; I get a little crazy when I'm Rath."

"A little?" asked Green Arrow, "You were trying to teach a chunk of metal a lesson!"

Chromastone scratched the back of his head in embarrassment as they rejoined Question.

"Standard Z-8 Combat Trainer." Muttered Question as he looked over the remains of the robot. He brought the severed head to show them.

"Like the ones we use," said Arrow, "the League buys 'em in bulk."

"So?" Asked Supergirl, not knowing where this was going.

"So who do we buy them from?" asked Question.

"The Army, I think…" Supergirl's expression turned skeptical, "Oh, wait a minute…"

"Another fun fact," said Question, "The man who commissioned the Z-8 Project? He's the same man who put you in the hospital."

"General Hardcastle?" asked Supergirl, "He's retired now, isn't he?"

"Gone," said Question, "and hoping to be forgotten."

…

It didn't take long for them to reach Hardcastle's cabin in the woods; apparently, The Question knew its coordinates, so it was just a quick teleport from the Watchtower away. They walked up the porch, where Chromastone turned the knob; it was unlocked, which was usually a bad sign. The cabin was dark, the only light coming from a dimly-lit fireplace.

"Figured someone'd come for me someday," The heroes turned towards the voice as an aging man turned on a lamp next to him. He was aiming an unusual pistol at them; specifically, at Supergirl. "Only I thought they'd be from the other side. This weapon fires a projectile of Kryptonite pellets, suspended in a liquid-silicon core. Causes maximum scatter on impact; only gets one shot, but trust me, alien, it'll do the job."

Supergirl raised her hands in a placating gesture. "We're not here to hurt you; we just have some questions."

Hardcastle raised an eyebrow. "Sorry if I don't take your word for it; as I recall, your kind can be fickle." Chromastone had heard enough, and he knew just how to stop Supergirl from getting shot; he stepped in front of her, blocking the line of fire.

"Okay, now what, smart guy?" he said smugly, "Waste your one shot on a guy that isn't hurt by either bullets or Kryptonite, and all you've got are four annoyed superheroes."

For a moment, Hardcastle glanced down, as if considering his options. That moment was all Question needed to knock the pistol out of his hands.

"Come one, be a good host," said Green Arrow, "and tell us a story."

After a few minutes, everyone got comfortable as Supergirl explained the situation, with Chromastone keeping the Kryptonite-gun close by, in case Hardcastle tried anything.

"The Army shut me out after Superman invaded." The retired General poked at the fireplace as he spoke. "The feeling upstairs was that I failed when it counted most, so how could I lead again? I got the message and took early retirement."

He moved to a chair and sat down. "The problem is I know too much. One of these days they'll decide to shut me up."

"Who will?" asked Supergirl, "What do you know?"

Hardcastle looked her in the eye. "The military and big business have been in cahoots for decades. Top-secret stuff, experiments on metahumans, mutants and aliens; searching for new technologies, both for national security and profit. That Volcana woman?" he referred to one of the League's more notorious villains, "She was one of ours. Same as those freaks the Joker dressed up as playing cards when he attacked Las Vegas."

"Does any of this have to do with Supergirl?" asked Chromastone.

"It has to do with _all_ of you." Hardcastle looked at them with narrowed eyes. "Your little club up in that spaceship? There's a file on every single one of you." He looked back at Supergirl. "But I don't know anything about these dreams of yours. If it is connected to these people, I've been kept out of the loop too long to know."

"And how do we find 'these people'?" asked Question.

"You don't," said Hardcastle in a warning tone, "they find you."

Hardcastle didn't have any more information, so the heroes left. Once they were outside the house, Chromastone put a hand on Supergirl's shoulder.

"Sorry, looks like we're out of leads."

"Not necessarily," said Question, "I just need some time to process this." He activated the communicator in his ear. "Martian, pick us up." The heroes disappeared in a flash of light.

A few minutes later, a shadow fell on Hardcastle's porch.

Inside the cabin, Hardcastle poured himself a glass of whiskey; he always needed a drink if he even so much as thought about the secrets he knew. He got a little irritated when he heard his door open again.

"What? I told you everything I…" he turned to see a familiar, yet unfamiliar person standing there. "Supergirl?"

The woman standing in his doorway wore a white, long-sleeved one-piece outfit with a gold belt that showed off her legs. She had white boots and gloves, and her blonde hair was cut short. She looked like Supergirl in her twenties.

"Yes," she answered, "and no. My friends call me Galatea. Are you a friend, General?"

Hardcastle had been a soldier for most of his life; he knew a threat when he heard one. He rushed for his Kryptonite gun, but Galatea blasted it with her heat-vision, scorching Hardcastle's hand in the process. With a shout of pain, he fell into a chair.

Galatea approached him slowly, then leaned forward. "Guess that's a no."

**Watchtower**

For the next few hours after visiting Hardcastle, the four heroes spent their time in Question's room. After a little while, Supergirl fell asleep at Question's desk, Green Arrow and Ben spoke quietly to each other, and Question just muttered to himself as he paced.

Supergirl awoke with a start, terror on her face. She turned when she felt a hand on her shoulder. She looked up into Ben's eyes.

"It's okay," he assured her, "you fell asleep."

"Excuse me if I bore you." Question commented dryly.

"Hey, lay off!" growled Green Arrow.

"Hardcastle's gone." The others looked at Supergirl, shocked, who shrugged. "I-I just know."

Ben squeezed her shoulder, trying to be supportive. In response, Supergirl put her hand on his; both smiled at each other.

The moment was ruined, however, when the communicator on the desk turned on. "Question?" came the voice of the Martian.

"Go ahead." Answered Question.

"Look at your monitor; I'm patching through a live feed."

All four of the heroes looked at the screen next to the communicator; it showed a news report from the Eagle Network, with a picture of a middle-aged, balding man.

"A scientist named Gilbert Halstrom has been reported missing," continued J'onn, "He's from a biotech company called Nuvo-Gen. It's the man from Kara's dream."

"He really exists." Whispered Supergirl. "Or, he did, anyway." Her hand tightened around Ben's.

"And only one network had the story," said Question.

"Now that's the first lead in this whole business that I can wrap my head around." Green arrow stood up straight. "We go to Nuvo-Gen, we find out who this guy is."

"No." Argued Question, "First we find the source of the report."

"What for?" asked Arrow.

"Don't you know who owns the Eagle Network?" Question walked over and tapped his board of connections. "The real puppetmasters."

Green Arrow sighed. "Look, why don't we split up; Kara, Ben and I will go to Nuvo-Gen, and you can go wherever you want." As he moved to leave, he glanced at Ben and Supergirl. A sly smile came over his face. "You two can let go now."

Ben looked down while Supergirl looked up; Ben's hand was still on her shoulder, while Supergirl's hand was still gripping his. Blushing furiously, they let go and rushed out the door, with Ben turning into Diamondhead.

"Ah, young love." Green Arrow laughed as he walked out the door.

…

Inside a steak-house stood Lasser, a reporter for the Eagle Network, started walking out, when he was stopped by an old man he knew, named Jerry.

"Hey, Lasser!" Jerry said, "I saw that bit on Eagle today; now that's reporting!"

"Thanks," said Lasser in a condescending tone, "you get home safe."

He made to leave, but Jerry grabbed his arm. "The thing is, that Nuvo-Gen is a real hush-hush kind of joint, and Halstrom didn't have no family to file a Missing Person's report; between you and me, how'd you hear about this story?"

"Good old-fashioned legwork, Jerry; you should try it sometime." With that, Lasser left.

He went outside and stepped into a taxi. "Commodore Hotel." The taxi drove off, but it didn't get very far, only a couple of blocks before turning into an alley.

"Something wrong?" asked Lasser.

"Gotta write up my fare report." The driver started scribbling on a notepad. "What do think of that corporate, prepackaged pop that kids like these days?"

"Hate it." Said Lasser with a laugh.

"Uh-huh." The driver turned on the radio at maximum volume, going to a corporate, prepackaged pop song, as yellow smoke emerged from his jacket.

"Hey," said Lasser as he grabbed the driver's shoulder, "I just said…" he froze as the man's outfit turned blue and his face disappeared. He screamed at the sight of The Question.

**Nuvo-Gen**

The night-watch security guard in the lobby looked up as his replacement for the night showed up. It wasn't who he was expecting; it was a muscular, blonde-haired man holding a lunchbox.

"Hi," said the man, "Ollie. I'm filling in."

"What happened to Frank?" the guard asked as he shook Ollie's hand.

"I heard some contest guy showed up at his door; got a free trip to Aruba!"

"Why him and not me?" complained the guard as he got up to leave.

"Tell me about it. You have a good one!"

"Good cold one's more like it." The guard put his keycard in the slot and opened the door, walking away without a backwards glance.

As the door began to close, Supergirl rushed in, holding Green Arrow's bow and quiver. "Free trip to Aruba?" she asked teasingly.

"Had to send Frank somewhere; shame how he dropped his keycard, though."

"And his lunch!" came a squeaky voice. Green Arrow opened up the lunchbox to find Grey Matter chewing on a sandwich.

"What are you doing?" asked Supergirl.

"I thought the plan was for me to sneak in with Ollie?"

"No, not that," said Supergirl, "I mean, why are you eating the sandwich?"

Grey Matter swallowed. "I was hungry."

The other two heroes rolled their eyes, and while Green Arrow got changed in a closet, Grey Matter turned into Ben. After a few minutes of wandering, they found the company record room. Unbeknownst to them, a white-gloved hand opened up the front door.

…

"I never heard of Nuvo-Gen, or Halstrom until last night; this girl I've been seeing slipped it to me, said I could run with it." Lasser confessed everything to Question.

"The girl," demanded the faceless hero, "tell me more."

"She's just a girl," said Lasser, not knowing where this was going, "blonde hair, blue eyes; real farmers-daughter type."

"And a handshake like a vice?" asked Question.

"Y-yeah, really strong, how did you…"

"How long have you been seeing her?" the hero interrupted.

"About a week."

"She have bad dreams?"

"More like tossing and turning."

Question tapped his chin in thought. "Can't sleep at night…"

A few seconds later, Lasser was hurled out of the taxi, and Question sped off towards Nuvo-Gen.

**Nuvo-Gen**

"Halstrom was getting a lot of emails from their legal department," said Green Arrow. He was staring at one computer, while Ben and Supergirl sat at another. "Looks like they were scared he was gonna blow the whistle on something."

After looking at another file, he sat back in amazement. "I don't believe this; that crazy old Hardcastle was right. These guys claim to be splicing hardier tomatoes, but they've really been experimenting with metahuman DNA."

"Not just any DNA," said Supergirl, her voice shaky. Arrow turned to see Ben's hand on her shoulder again, both of them staring at the computer screen. "They're using _my_ DNA."

Green Arrow rushed over to see images and video clips of an older Supergirl. One of the clips showed the clone fighting jetpack-wearing enemies.

"This folder was marked 'Metropolis Training Exercises'." Supergirl sat back. "It's me."

"Um, a little more mature than you," commented Green Arrow when he saw the older-looking clone, "but I see your point."

"So I was cloned." Ben was a little unnerved how calm Supergirl was acting. "We must have some sort of psychic link; that's how I'm seeing things I didn't do."

Their heads jerked up when they saw a blur of motion outside the room. Ben reflexively activated the Ultimatrix, turning into the last alien he'd selected, Grey Matter. Not giving him time to change forms, Supergirl placed him on her shoulder and rushed off. Green Arrow ran to catch up. The trio entered a massive, empty room, with no one inside. The floor was covered in purple, hexagonal plates. As they walked inside, the walls, ceiling and floor lit up, and after a few seconds, they found themselves in Metropolis.

"What's going on?" asked Supergirl.

"We appear to be inside of a massive hard-light construct," explained the super-smart Grey Matter, "most likely used as training area."

"My training area."

The heroes looked up to see the clone of Supergirl flying down towards them. She collided with Supergirl, sending both her and Grey Matter through the side of a building. She then flew up into the air. Supergirl, after shaking off her daze, followed with Grey Matter still hanging onto her shoulder.

"So, what do you think?" asked Galatea, as she spread her arms, "It's important that you like yourself, and I'm you; just accelerated a few extra years, plus better trained, and I have to say, a heck of a lot smarter."

"I don't like her," said Grey Matter, "she's really full of it."

"Yeah," agreed Supergirl, "but she did lure us here, after her lackeys couldn't get rid of me at S.T.A.R, she decided to deal with me herself, on her home turf."

"It's like you're reading my mind," said Galatea, "which is actually the problem, and why you have to-AGH!" the clone was cut off when Grey Matter jumped and latched onto her face. He did everything he could to annoy her, even going so far as giving her a Wet-Willie. After a few moments, she grabbed him.

"What were you hoping to accomplish with all that?" she asked.

"I wasn't 'hoping' to do anything," said a smug Grey Matter, "what I did do was distract you."

Galatea looked up, just in time to see Supergirl land a punch on her jaw. The shock loosened her grip on Grey Matter, who fell to the street below. Before he actually went splat, he slapped the Ultimatrix dial.

"BIG CHILL!" the blue mothman flew up to rejoin the battle.

Supergirl found herself struggling to even hurt her clone, much less beat her. She was slammed through a building before she could capitalize on her surprise attack. As she got back up, she saw the clone engulfed by an explosion; Green Arrow had fired an explosive shot… that did absolutely nothing, save for making the clone fire a blast of heat-vision that knocked the archer into a car, and then into unconsciousness.

"Arrow!" Supergirl tried to help her friend, but the clone grabbed her cape and flung her into the street.

Galatea headed for her, but found her body encased in a layer of ice. She looked up to see Big Chill waving at her. Snarling, she flexed, shattering the ice. She rocketed towards Big Chill and thrust her fist through his chest!

"NO!" Supergirl saw her clone's arm going through her friend. But something was wrong; the clone had performed a fatal move, but Big Chill didn't even look worried. He flew backwards, showing that he wasn't injured at all.

"Sorry," he said in a smug tone, "intangibility makes it hard to hurt me."

"Doesn't matter," said the clone, "I might not be able to kill you, but you don't have the power to stop me, either!"

"Are you so sure?" asked Big Chill, "Then it's time to go Ultimate!" he twisted the Ultimatrix dial, then slapped it. Four spikes poked out, while Big Chill became red and yellow in color, while his wings and face took on a flame-like appearance.

"ULTIMATE BIG CHILL!" his voice was deep and gravelly.

Ultimate Big Chill took a deep breath, then breathed out a massive wave of fire; the clone raised her arms to defend herself, but when the flame passed, she was covered head-to-toe in an enormous chunk of ice. When she fell to the ground, Ultimate Big Chill flew over to Supergirl.

"How did you…?"

"Fire so cold it burns." Ultimate Big Chill said.

"I think you might need to do it again."

Ultimate Big Chill turned, just in time to see the clone, who had broken out of the ice, slam a fist into his face. With no time to turn intangible, he was knocked up into the air and through the window of a building and knocking him out. In a flash of green light, he turned back into Big Chill, then back into Ben.

Enraged, Supergirl grabbed a fallen streetlamp and swung it like a baseball bat, knocking Galatea through several buildings. Supergirl followed and tried to punch the clone, who dodged and kicked her into the street below. As Supergirl slowly got to her feet, the clone flew down and delivered a powerful uppercut. Before Supergirl could react, she was grabbed by the front of her shirt and felt a knee driven into her stomach, then an elbow in her back. She was able to counter with a punch that sent Galatea flying, which was followed by another blow that sent the clone through another building.

Meanwhile, Ben slowly came to. Glancing out of a window, he saw the fight between the two Kryptonians. Supergirl seemed to be getting the worst of it; Ben's eyes widened as he saw his friend get smashed by an entire building.

"It's Hero Time!" Ben said as he activated the Ultimatrix. After the familiar flash of light came a roar.

"HUMONGOSAUR!" the alien looked down. "Okay, I was going for Gravattack, but I suppose that this'll do."

He jumped out of the window; he was about forty feet up, but he simply grew in size, so that the impact was lessened. He ran towards the fight. He glanced to his left and noticed that Green Arrow was finally waking up, supported by Question. Humongosaur blinked; when had he showed up?

"Anything break?" asked the faceless man.

"Just my stride." Quipped the archer.

"Nap's over," said Question, "come on."

…

Supergirl slowly crawled out of the rubble that the clone had buried her under. Her costume was torn, and she was covered in cuts and bruises. It took a moment, but she started seeing only one Galatea approach her instead of three. The clone looked down at her.

"Next time," she snarled, "get your own dreams."

"Who do you work for?" Supergirl asked weakly. She was hoping to buy a little time so that her healing factor could kick in.

"Really? At the top?" Galatea looked amused, "Even I don't know that. But I do know that I can't work in secret if you keep seeing what I do." Her heat-vision began to charge up. "So, sayonara, sister."

"That's not the only reason, is it?" Galatea turned to see Question, Green Arrow and a much larger Humongosaur. Supergirl sighed; she was glad that her friends were okay, especially Ben.

"You were setting up this bait even before Supergirl started asking questions." Continued Question, as he approached the clone, seemingly unafraid of her, "It's because the link works both ways; while she was seeing what you were doing, you were feeling her conscience." The clone turned away, as if that could deny what he was saying. "That's why you couldn't sleep at night. And I'll bet that got in the way of your work."

He leaned in close. "It bites having someone in your head, doesn't it?"

"Y-you don't know what you're talking about." The clone denied.

"No?" asked The Question, as he moved in closer. "Prove it. Kill me."

Humongosaur's eyes went wide; that was one hell of a gamble. The clone drew back a fist; Green Arrow got another arrow ready, while Humongosaur growled and took a fighting stance. The clone's fist shook, then froze. Before she could make a move, Supergirl raised a truck over her head, and smashed it into her clone. The car exploded, while Question moved out of the way; he was smart enough to never get in the way of a super-fight.

Humongosaur, on the other hand, charged forward to help. He slammed a fist into Galatea, knocking her to the ground, while Supergirl ripped a steel girder out of a wall and charged forward. Humongosaur kicked the clone to her, and Supergirl knocked the clone right back at him. They did this back-and-forth for a minute or two, not giving the clone a chance to fight back.

Finally, the clone got her balance back; her costume was shredded, and she was covered in injuries. She took a fighting stance, as did her opponents. Just as they began to charge, however, the part of the floor between them exploded!

"NO!" shouted Galatea, to someone that the heroes couldn't see. "I CAN DO THIS!"

Humongosaur saw cracks form underneath the clone's feet, and knew another explosion was coming; he tried to save her, but he was too late. The blast knocked him back; all he saw was a faint silhouette of the clone, and heard a scream that he knew would haunt his dreams for a while.

"Come on!" yelled Supergirl, "We have to go!"

Humongosaur nodded, then transformed into Jet Ray. He grabbed Question, while Supergirl got Green Arrow; the four made it out just as Nuvo-Gen exploded.

**Watchtower**

A few hours later, after Supergirl got an undamaged costume from her room and the four made a report to the senior members of the League, the four made their way back to Question's room. Supergirl was currently on the phone with Professor Hamilton.

"…We searched what was left of the place, but we never found the clone." She finished.

"Maybe there was nothing left to find." Suggested Green Arrow.

"Or that's what they want us to think." Said Question ominously.

"I'm just glad you're okay, Supergirl." Came the worried voice of Hamilton from Question's communicator.

"Professor," said Supergirl nervously, "to make this clone of me, they would've needed a DNA sample. Is there any chance that it came from your lab?"

"No," assured Hamilton, "we always destroy genetic material after surgery, it's standard procedure."

Supergirl nodded, even though Hamilton couldn't see her. "Okay. Thanks, Professor."

"Give my best to Superman."

"Will do." She hung up, then placed her hand over the now-familiar weight on her shoulder. She looked up at Ben, who gave her a smile.

She turned her face away from him and closed her eyes for a moment; she just felt safe when Ben did that. Obviously, she was nearly indestructible, but when Ben put his hand on her shoulder, it made her feel safe in a way she couldn't describe.

_Maybe Ben'll feel the same about me,_ she thought, _but I won't push it; I don't want to open up old wounds._

"Why would someone clone you in the first place?" asked Ben softly. He could tell that she was still upset about all of this; all he could do was try to comfort her to the best of his ability.

"This all started because Superman went renegade." The Question was staring at his board again. "They want a superhuman alien on their side if it ever happens again."

"Whoever they are." Said Supergirl nervously.

**Smallville, Kansas**

In a flash of light, Ben and Kara appeared in the Kent barn; Superman had told his cousin to go home and rest, and Ben had volunteered to accompany her, before heading home himself. That wasn't necessarily untrue; he did want to walk her home, but he had another purpose as well. It had been made clear that Kara had feelings for him. Now he found that he had developed similar feelings towards her. He had worked up his courage, now he needed to ask.

As the two walked out of the barn and towards the house, Kara turned to Ben.

"Thanks for this, Ben," said Kara, "but you really didn't have to escort me home."

"I know I didn't have to," Ben replied, "but I wanted to."

Kara smiled, and the two spent a few moments walking in silence, before Ben spoke up again.

"Hey, Kara," he began, "do you remember when I said that if I had a problem, no matter how small, I could come to you?"

"Yeah?"

"Well, you know that that's a two-way street."

"What do you mean?" asked Kara.

"Well, if you have anything that you want to talk about, I'll be there for you." Ben said it in all seriousness, but he had a slight blush.

"Thanks, Ben."

"No problem." As they reached the house, Ben stopped. "Say, Kara…"

"Yeah?"

"Are you…" Ben swallowed nervously. He'd fought warlords, criminals and psychopaths; why did _this_ make him so nervous? "Are you doing anything this Saturday?"

Kara's eyes went wide. _Is he going to…?_

"Uh, no," she said, cursing herself for her sudden nervousness, "I'm free this Saturday, why?"

"Well, I was kinda hoping you'd like to see a movie that just came out, plus there's this restaurant that opened up near the theater that looks good. Do you want to go?" Ben mentally applauded himself for managing to look Kara in the eye while asking.

_Oh my god, _thought Kara, _he's asking me out! I can't believe it! Yes! Wahoo!_

"Uh, Kara?" Ben asked, "You okay?"

Embarrassed, Kara realized that she'd been staring at Ben for several moments, not moving.

"Um, yeah! I'd love to!" Kara couldn't keep the smile, nor the blush, from appearing on her face.

"Great! See you Saturday!" With an equally strong smile and blush on his face, Ben turned to leave.

Kara also began to head to the house, when she heard Ben's voice.

"Oh! I almost forgot!"

Kara turned to see Ben heading towards her. Before she could ask what was doing, he had pressed his lips against her cheek. The kiss only lasted for a moment, before Ben backed up, turned into Jet Ray, and flew off. Kara stood on the porch for a minute, stunned, before pumping a fist and spinning around.

"Yahoo!"

**Unknown Location**

Professor Hamilton walked over to the operating room; there, surrounded by military and government officials, lay Supergirl's clone. Her hair was gone, and her body was one massive bruise; she was hooked up to life-support and clearly wasn't going anywhere for a while.

"You rest," said Hamilton softly, as he cupped her cheek in his hand, "we'll have you fixed up in no time, Galatea."

**Why is it that when I say that I won't be putting up as many chapters, I get stuck on a writing streak? Oh well, this chapter was fun to write. This was one of my favorite episodes of the show; it had mystery, action and some good humor. It made me invested in the show, and actually put forth a plot.**

**But enough about that, you don't care about that.**

**BEN KISSED KARA! AND HE ASKED HER OUT! I know that you were waiting with baited breath about that part, and it seemed like the right time. Also, at this point, it's been about six months since Ben arrived in the DCU, and like I said two chapters ago, Ben is an adaptable person. Also, he isn't stupid; he started figuring out that Kara had feelings for him when she kissed him. And let's face it; Kara has been there for Ben for nearly the entire time he's been in this universe. They can relate to each other, and their personalities are pretty similar. So, yeah, all of that means that Ben is finally ready to get into another relationship.**

**Next time, on Ben 10: Unlimited**

**In The Interim, Part 2**

**The Date**

**Obi-Wan, take it away!**

**Obi-Wan: Luke, the muffin will be with you, always.**

**Luke: Obi-Wan, are you drunk again?**

**Obi-Wan:… Maybe**


	10. Fitting In, Part 2

**BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. THE RIGHT TO WEAR A SILLY HAT IN MY OWN HOME DOES BELONG TO ME.**

**And now, the moment that most of you have been waiting for, what you demanded… pictures of cats! **

**Just kidding.**

Ben 10: Unlimited

In The Interim, Part 2

The Date

**Previously, on Ben 10: Unlimited**

"_Say, Kara…"_

"_Yeah?"_

"_Are you…" Ben swallowed nervously. He'd fought warlords, criminals and psychopaths; why did _this_ make him so nervous? "Are you doing anything this Saturday?"_

_Kara's eyes went wide. _Is he going to…?

"_Uh, no," she said, cursing herself for her sudden nervousness, "I'm free this Saturday, why?"_

"_Well, I was kinda hoping you'd like to see a movie that just came out, plus there's this restaurant that opened up near the theater that looks good. Do you want to go?" Ben mentally applauded himself for managing to look Kara in the eye while asking._

Oh my god,_ thought Kara_, he's asking me out! I can't believe it! Yes! Wahoo!

"_Uh, Kara?" Ben asked, "You okay?"_

_Embarrassed, Kara realized that she'd been staring at Ben for several moments, not moving._

"_Um, yeah! I'd love to!" Kara couldn't keep the smile, nor the blush, from appearing on her face._

"_Great! See you Saturday!" With an equally strong smile and blush on his face, Ben turned to leave._

_Kara also began to head to the house, when she heard Ben's voice._

"_Oh! I almost forgot!"_

_Kara turned to see Ben heading towards her. Before she could ask what was doing, he had pressed his lips against her cheek. The kiss only lasted for a moment, before Ben backed up, turned into Jet Ray, and flew off. Kara stood on the porch for a minute, stunned, before pumping a fist and spinning around._

"_Yahoo!"_

**Smallville, Kansas**

Kara could barely contain her excitement as she rushed to her room; Ben had asked her out! She couldn't believe it; after telling herself that she had to wait for Ben to really heal before she could even begin to hope, he'd not only asked her out, but he'd kissed her!

Once she was in her room, she grabbed her cell phone and dialed a number; after a few rings, Barbara picked up.

"_Hey Kara, what's up?"_

"You are not gonna believe what just happened, Babs."

"_I fight an evil clown, Kara; there isn't a whole lot that I can't believe."_

Kara took a deep breath. "Ben asked me out."

"… _I'm sorry, could you repeat that? It sounded like you said that Ben asked you out."_

"That's what I said."

For a moment, there was silence on the other line; then Kara had to hold the phone away from her ear as loud cheering came from the speaker.

"_All right, Kara! Good for you! Hey, where's Tim, he owes me ten bucks; I told him that you two would get together!"_

"Oh, come on Babs," said Kara, a little embarrassed, "he just kissed me, and then we're going out this Saturday to see a movie and then go to dinner."

"_He _kissed_ you!?" _Barbara screeched, _"Wait, was there tongue?"_

"Babs!"

"_Right, right, sorry. I'll leave you to get psyched; and I really am happy for you both. Good night."_

"Good night." Kara hung up, then collapsed on her bed; between the incident with her clone and being asked out by Ben, she was feeling a little drained. Still, she couldn't stop smiling, even as her eyelids became heavy.

_I can't wait for Saturday, _she thought, as sleep claimed her.

**San Francisco**

Ben walked tiredly through the door to his home, ready for a good nights' sleep. Between conspiracy theories, clones and the prospect of a date, he was thoroughly wiped. As he locked the door, he heard a small cough behind him. Ben whirled around, ready to use the Ultimatrix; he froze when he found Superman sitting on his couch.

"Uh, hi Clark, what's up?" Asked Ben nervously. He had a feeling he knew why the Kryptonian was here.

"Hello Ben." Clark's eyes were completely serious. "I heard that you asked Kara out on a date."

Ben nodded. Clark walked up to him; Ben had never realized just how much taller Superman was compared to him.

"I've always been protective of my cousin; after all, she is the only blood-relation that I have left. I want nothing but the best for her."

Ben nodded, trying to act calm, but he could feel the sweat dripping down his neck. Clark looked away for a moment, before turning back to Ben with a smile on his face.

"And in my opinion, she can't do much better than you."

Ben's jaw dropped. "W-what?"

Clark placed a hand on Ben's shoulder. "You're a good person, Ben. I have no problem with you dating Kara. And I'm happy for you, too. I'm glad that you're getting over what happened to you."

Ben nodded again, relieved that Clark wasn't angry at him. The Kryptonian turned to leave out the window that he'd come in through, but stopped.

"Oh, Ben, one more thing."

"Yeah?"

"If you break my cousin's heart," warned Clark in a dangerous tone, "not even Batman will find what's left of you."

Ben paled considerably, but before he could respond, Clark was gone. After a few minutes, Ben went to bed. At first, he was restless; he hadn't really thought of talking to Clark before asking out his cousin. In hindsight, that probably would have been a good move; maybe he wouldn't have threatened to kill him. Still, now he was even more determined to _not _break Kara's heart. Thinking of her helped calm him down, and soon he found himself getting sleepy.

_I can't wait for Saturday, _thought Ben, as he lost the fight to keep his eyes open.

…

**Saturday**

Ben paced around his living room nervously. It was almost 3. Kara was going to arrive at his house any minute, and he was starting to freak out. He wasn't having second thoughts, he was just nervous about messing up. He'd only dated Julie, and they usually had an alien or supervillain turn it into a fight. After a while, they'd considered it par for the course when trying to date while being a superhero. Now that Ben thought about it, he'd never had a _normal _date in his life.

A knock on his door caused him to jump. He looked at the clock over his TV, realizing that it was about time for Kara to arrive. Taking a deep breath, he walked over to the door and opened it.

Standing there was Kara. She was wearing civilian clothes; a light-blue skirt that ended just above her knees, a white blouse and a light-blue coat. Like every other time Ben had seen her, she didn't wear makeup; in Ben's opinion, she didn't need it.

Kara, in turn, was surprised at Ben's change of attire; for the first time since meeting him, he wasn't wearing his usual clothes. He wore slacks, a dark green shirt and a light brown coat over that.

The two stared at each other for a moment, then Ben cleared his throat.

"So, ready to go?"

Kara smiled. "Sure; I just hope that the movie theater is close enough to walk to."

Now it was Ben's turn to grin. "It isn't, but that's okay; we'll take my car."

He walked over to his garage and opened the door; behind it sat a green sports-car with black highlights.

Kara gave a low whistle. "When did you get this? And how did you afford it?"

"To answer your questions in order: I got it a few weeks ago, and I can afford it thanks to my 'inheritance'." There was another reason why Ben had bought that particular car; it was almost identical to the car he used to own back in his own universe. Even though he'd been living here for months, it was nice to have something familiar.

Both heroes smiled at each other as they got into the car. They drove to the theater in a comfortable silence. After finding a parking spot, Ben got out and opened the door for Kara. Touched by his chivalry, Kara slipped her arm through Ben's as they walked into the theater.

…

The movie had been good, a simple action/comedy. Both Ben and Kara had enjoyed it, but they enjoyed being in each other's company much more. At one point, Ben had placed his hand on top of Kara's; she, in turn, had turned her hand upward to intertwine her fingers in his. Neither let go until the movie was over.

After the film, they headed for the restaurant. Again, while it was a good place, the two were happy just being together. After the dinner, they decided to take a walk. While walking, they discussed various topics, mostly League-related things. After a while, they found themselves at the Golden Gate Bridge.

"Come on, Ben," said Kara, while tugging at Ben's arm, "there's something that I've always wanted to do."

Making sure that no one was looking at them, Kara picked up Ben and flew them under the bridge, sitting them down on a support-strut. The strut was angled in a way that they slid into a corner, with Kara leaning against Ben. Ben had to wonder if Kara had planned that, but he really didn't mind.

For a while, the two just sat there, watching the sun go down. Kara put her head on Ben's shoulder, while Ben wrapped an arm around her. Both were lost in their own thoughts.

Ben couldn't help but marvel at his situation; six months ago, he was ready to kill himself. Now, he was in another universe, he was part of an enormous team of superheroes and, as of today, was dating an alien. Actually, the last part of that wasn't so strange; after all, back in his own universe, he had more alien friends than human ones.

Kara was also surprised at how her life had changed. Sure, she'd talked about boys with Barbara, but that had been harmless discussion; she hadn't actually expected to fall for someone, at least not as hard as this. She suddenly felt a twinge of guilt; maybe now was a good time to discuss this, before things went any further…

"Ben?" asked Kara, lifting her head.

"Yeah, what's up?" Ben could see worry in Kara's eyes.

"Am I… taking Julie's place?"

Ben reeled back for a moment. "What!?"

Kara started to fidget. "It's just that… I could see how much Julie meant to you when you talked about her, and I don't want to change how you felt about someone and…" she trailed off when she saw Ben staring into the distance. He had a look of concentration about him.

Ben took a deep breath, then exhaled slowly. "I'll be honest with you, Kara; Julie was a big part of my life. She'll always have a place in my heart, a place that no one else can fill."

Kara nodded; while she was glad that Ben wasn't the type of person to throw away a connection like the one he'd obviously had with Julie away so easily, it was kind of painful to know that she didn't have that same love.

"But while that may be true," continued Ben, "that doesn't mean that I can't have an equally important place in my heart for someone else." Ben gently turned her head towards him, and gave her a deep kiss.

"And I believe that someone is you, Kara."

Kara stared at him for a moment. She couldn't believe it. Ben had just admitted that she was just as important to him as Julie had been. And she had seen just how much Ben had loved her. For him to say that about her…

Tears welled up in Kara's eyes, and she threw herself forward, giving Ben a passionate kiss of her own. For that moment, nothing else in the universe mattered to them except each other. They were happy.

The kiss continued for some time, and would have continued for longer, had Ben not felt the need to breathe; unlike his Kryptonian girlfriend, he needed oxygen. They broke off the kiss, both panting slightly; Ben, from lack of air, and Kara from excitement.

After a moment of unspoken communication, the two shifted themselves; Ben leaned back against the support-strut, his legs propped up. Kara sat on his lap and leaned against his chest, while tilting her head against his shoulder; Ben wrapped his arms around her waist, while Kara placed her hands on his.

They stayed like that for a long time, until the sun had completely faded from the horizon.

…

After it started to get cold, Ben drove Kara back to his home; they rode together in silence, but it wasn't an unpleasant kind. Ben parked his car, then opened the door for Kara once again. They walked hand-in-hand to the front door.

"Did you have a good time?" asked Ben, even though he could plainly see that Kara had.

"Very much so," replied Kara, who then gave Ben a quick kiss on the cheek, "we should do this again soon."

"Oh, definitely." Replied Ben with a smile.

Kara's face then became serious. "Ben, I think we need to lay down some ground rules before anything else happens."

"Like what?" Ben was curious to know.

"First, you've seen how protective Clark is, right?" when she saw Ben nod, she continued, "Well, until I move out of the Kent house, I'm going to have to tell him everything that we plan to do on a date; that was sort of a rule even before you asked me out, by the way."

"Got it, let Clark know what the plan is, no problem."

"Second, I don't think that we should really be too, um, _affectionate _while on the Watchtower; we should probably keep everything as professional as we can while working."

"So, while doing the hero thing, we're teammates, not a couple." Ben could see how that made sense; it would reduce the risk of emotions compromising a mission. Besides, Ben didn't have to worry as much when it came to Kara; after all, aside from being exposed to Kryptonite, she was practically invincible.

"Glad you understand, Ben."

Ben gave a smile. "Well, if it's what you want, who am I to deny you?"

Kara lightly elbowed him. "Don't push it, buster." She softened her words with another kiss. "See you tomorrow on the Watchtower?"

Ben wrapped her in a hug, which she returned. "Wouldn't miss it."

Reluctantly, they parted and Kara flew away, back to the Kent home. Unbeknownst to them, a figure had been watching the two since they had exited the theater, paying attention to everything they did. Seeing how Ben had practically floated inside his home, the figure smiled.

"Good for you, Ben." Said a smiling Professor Paradox.

**And there you go, folks, the first date! I know that it seemed to progress rather quickly, but Ben and Kara have known each other for over 6 months now; there wasn't going to be a lot of that awkward first-date stuff.**

**Shout-out goes to Ultimate10 for giving me the idea for the part with the bridge.**

**Also, yeah, this chapter is a heck of a lot shorter than ANY of my previous ones; that's because I wanted this to just focus on how they are coming to grips with their emotions, some of which they didn't realize they had until recently (*cough*Ben*cough*). **

**Some of my readers want me to focus on just the relationship stuff; while that will be good for character development, I'm not that big on romance-focused superhero stories. After all, they should be saving the world and fighting bad guys for a good chunk of time, not standing in line for a movie or ordering dinner. That's not to say that I won't put more couple-related stuff in, but it won't be the biggest point in the story. After all, the romance isn't the main focus of this story, the plot is!**

**Oh yeah, Paradox! Where the heck has he been all this time? I have no idea, he doesn't tell me these things. Will any other Ben 10 characters make an appearance? Well, I won't tell, that would be spoiling things, wouldn't it?**

**One final thing I should say to you all: Oh my God! Over 100 favorites and almost 100 followers, and this is only my first story. You have no idea how happy you people make me, I love you all!**

**My name is Inigo Montoya. You killed my muffin. Prepare to die.**


	11. Chapter 9

**BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. AND DESPITE WHAT THE VOICES IN MY HEAD TELL ME, THE PRECIOUS DOES NOT BELONG TO ME.**

**Hello, all! Welcome to another exciting chapter! And by exciting I mean that in this chapter, action will occur. There will be danger, explosions and one-liners! And a little romance on the side. Now, sit back and enjoy!**

Ben 10: Unlimited

Chapter 9

The Return

**The Watchtower**

Superheroes aren't generally known to gossip; otherwise, secrets that should have been _kept _secret get out. Still, after a few weeks, the fact that Ben and Kara were dating wasn't so much rumor as it was common knowledge. Anyone in the Justice League who'd seen the two heroes together could tell that they were already close, and many Leaguers had secretly suspected that they'd been dating long before they actually were.

Most of the older heroes were impressed with how professionally the two acted while on the Watchtower or on a mission. Save for the occasional kiss between them, you'd never be able to tell that they were anything more than friends.

The dates went well between them, both just happy to be in the others' company. Most of the time they either went out to dinner or watched movies at Ben's house (they would have gone to the Kent house for movies too, save for the fact that the elder Kents didn't have any movies that they liked). Still, anyone who knew Ben's past was happy for him; while he had improved in the months since he arrived in the universe, he had still seemed off to those who knew him. Now, though, he was upbeat and happy, so much so that it was palpable.

At the moment, however, Ben wasn't really that happy; mostly because his girlfriend was tossing him around the training room like a rag doll.

"Lemme tell ya something, Supergirl!" Rath yelled, "Rath does not appreciate it when you punch Rath and then fly away! Rath can't fly!"

Supergirl only laughed; she and Ben had sparred several times, and she'd always beaten him easily. She'd never gone against some of his most powerful aliens, like Way Big, but Ben himself had admitted that Way Big might have a tough time against a Kryptonian.

"Come on, Ben!" she shouted down from the top of the training room, "We've got monitor-duty in five minutes!"

Rath grunted. "Fine, Rath was going easy on you anyway." Then he slapped the Ultimatrix dial.

"DIAMONDHEAD!"

As Supergirl floated down to the ground, she gave a cocky smile. "Were you really going easy on me as Rath?"

Diamondhead laughed. "Nah, Rath just likes to bluster when he loses."

Supergirl shared the laugh as they entered the elevator. As they went up to the monitor section of the Watchtower, she asked, "So, are we still on for dinner tonight?"

Diamondhead smiled. "Of course; I wouldn't miss it."

…

As they reached their destination, they saw that Green Lantern and the Martian were speaking to a small, blue alien on a vid-screen. He was one of the Guardians of the Universe, and Green Lantern's boss. Green Lantern was currently arguing with the small alien about trying to get a temporary reassignment to Oa, the homeworld of the Guardians and the Green Lantern Corps. However, John had been denied the posting every time.

Diamondhead and Supergirl were passing the arguing group when alarms began to sound on the Oa side of things.

"What's going on?" asked a concerned Green Lantern.

"There's an object approaching Oa at a somewhat astonishing speed." Answered the Guardian.

"We'll take care of it." Said Kyle Rayner, another human Green Lantern, as he and several dozen other Lanterns flew out into Oa's atmosphere. Once there, they combined the power of their rings to form a massive barrier.

"Nothing's getting through this baby." Said Rayner confidently.

Sadly, that confidence was ill-placed, as the object blasted through the barrier without even slowing down.

Back on Oa, the Guardian had allowed the security feed from the planet to be shown to the League, in case their assistance was required, so the heroes of Earth could see everything that happened.

"Activate planetary defenses!" Barked a Guardian, "Magnify the image!"

The object was revealed to be a humanoid being, seemingly made of gold, and had no face, save for a pair of glowing, red eyes.

"Professor Ivo's android!" said the Martian in shock.

If Diamondhead's body had been capable of sweat, it would have broken out in it at this point. He had read about the android, called Amazo, in the old case files. The nanotech-based creation had the ability to copy the powers of anyone it saw, and in only a few hours, had been able to defeat all seven of the founding members of the League. That had been years ago; what sort of strength did Amazo possess now?

"Holy mother of…" Green Lantern didn't have time to finish his sentence as Amazo slammed into the surface of Oa. In a massive flash of light, the planet disappeared.

Oa, center of the stability for the universe, was destroyed.

…

Everyone who had seen it simply stared; this single being had destroyed one of the most powerful civilizations in mere seconds. There were no words, no coherent thoughts. All they could do was stare.

"Oa," murmured Green Lantern, "it's gone."

The loss of Oa was particularly hard for John; it had been both a base of operations and a home away from home for him. He and the rest of the Corps had devoted their lives to protecting the planet, and in turn, Oa gave protection to their worlds. Now it, and everyone who lived there, was dead.

Diamondhead was similarly stunned; while he had seen destruction on a cosmic scale, he'd never seen a civilized world destroyed before. For a moment, the room spun and he stumbled, until Supergirl caught his elbow. He looked down at his girlfriend, who had gone pale; she wasn't taking this any easier than he was.

"It's going to get worse." All who heard that turned to the Martian, who had activated a star chart on a holographic display. "The android is heading for Earth."

Diamondhead's eyes went wide, and he ran for the nearest communication station. Though he wasn't a founding member of the League, he'd been given enough authority to do this.

"Attention, all Justice League members and associates," he announced as firmly as he could, "we have an Omega-level threat; all members and associates are to report to the Watchtower for assignment. This is not a drill."

Diamondhead turned to the Martian, who nodded in approval. One of the most powerful beings the League had ever fought was heading for Earth, and they were going to need all hands on deck.

…

In less than an hour, the entire League was assembled and briefed on the situation. Some of them looked nervous, but they were still determined to defend their home. They had already lost Oa; they weren't going to lose Earth.

"We'll set up three layers of defense." Said the Martian, "One on the ground, one in the upper atmosphere and one in space."

"That last one is me," said Green Lantern, "I wanna hammer that thing before it gets anywhere near here."

"Move out!" barked J'onn. As the Leaguers moved to the teleporters to be sent to their assigned areas, Superman paused. "What is it?"

Superman turned to his friend. "When the android left Earth, he said he'd evolved to a level where none of us could offer us anything. So why's he coming back?"

The Martian looked down for a moment, before his head snapped back up.

"Supergirl, Diamondhead!" Both heroes turned. "I have another assignment for you."

…

**Luthor Mansion, Metropolis**

Lex Luthor, former president and CEO of LexCorp, reformed villain and all-around jerk, was currently being interviewed at his estate. He had been getting a lot of press lately, mostly because the man who'd tried to kill the Justice League and take over the world was suddenly very philanthropic. Despite his claims of reform, people were still suspicious of his motives.

"Your new book, 'Into the Light', certainly projects the image of a man who's reformed," said a reporter, "but many people are skeptical, Mr. Luthor. For good reason."

"I understand their skepticism," replied the bald multibillionaire, "but the fact is that I'm not the man I was before."

With that, Lex opened his shirt to reveal a green vest with a red hexagon on the front.

"This device might stop my Kryptonite-induced cancer for another thirty years." A rueful smile appeared on his face. "Or it might be thirty days; for all I know, it could be another thirty minutes. However fate plays her hand, I want my remaining time to have meaning; I want to have a positive difference in the world."

The reporter looked at him, not quite believing him. "So you're a new man?" she asked, "No grudges or vendettas? Even against the Justice League?"

Luthor laughed as they walked outside. "Oh, far from it; I owe them everything."

He was of course referring to how the League had gotten him a full pardon after he'd helped them defeat their evil counterparts, the Justice Lords.

"They trusted me when no one else would," he continued, "I'd like to think that we might be friends one-what the devil?"

He, the reporter and her crew looked up to see Supergirl and Jet Ray swoop down towards them. Before Luthor could get away, Supergirl grabbed him under his arms and flew off, Jet Ray close behind them.

They flew into Metropolis, with Luthor futilely struggling in Supergirl's arms.

"Let go!" ordered Luthor.

"Keep fighting me, Lex, and I just might."

Luthor looked down to see that he was several hundred feet in the air, and that being released right then and there wouldn't be beneficial to his health.

"What is this about?" demanded Luthor.

"There's an old friend of yours coming back to town." Replied Supergirl.

"Ivo's android." Clarified Jet Ray.

Luthor's eyes went wide; he remembered how he'd manipulated Amazo into stealing technology for him, then made him attack the League. When the android found out that he'd been used, he didn't take it well. If he was coming back, it probably wasn't for a friendly conversation with Lex.

"Wherever you're taking me won't be safe enough," said Luthor after a moment, "but I know just the place."

The two aliens looked at each other uneasily.

…

Following Luthor's directions, the aliens landed in front of a barber shop.

"This is your safehouse?" asked Supergirl disbelievingly.

"Gotta hand it to you, Luthor," said Jet Ray, "no one would think to look for you here."

Luthor shot him a glare, not really liking it when people made fun of his lack of hair, then marched inside. The two heroes followed. Once inside, the barber, an associate of Luthor, turned a chair towards him. Lex sat on it and made himself comfortable.

"So, after you get your nose-hairs trimmed, then what?" Jet Ray liked getting under the skin of the bad guys; even reformed ones.

"Just watch." Said Luthor, as the barber pushed a button. A metal, egg-shaped shell surrounded Luthor as a hole opened up beneath him.

"Hey!" shouted Supergirl as she flew down after him.

The hole was too narrow for Jet Ray's wingspan, so he slapped the Ultimatrix dial.

"AMPFIBIAN!" When the flash of green light faded, Jet Ray was replaced by a floating, blue jellyfish. It had six tentacles, two acted as legs, even though it could fly, and four acted as its arms. The only facial feature it possessed was a pair of green eyes. The Ultimatrix symbol was displayed on the center of his body. Ampfibian quickly followed Supergirl.

The two aliens chased Luthor's pod down a long tunnel, doing their best not to lose him. After every twenty feet or so, a thick door would slam shut after the pod passed it. The doors didn't even slow Supergirl down; a few holes opened up in the walls, revealing energy cannons, but Ampfibian blasted them with bolts of electricity before they could fire.

After a minute, they reached an area with five branching paths. They had lost Luthor's pod.

"Where did he go?" asked Supergirl.

"I guess we just pick one." Said Ampfibian, as Supergirl rocketed into the center tunnel.

However, Supergirl didn't get very far; the tunnel had chunks of Kryptonite embedded in the walls. Within seconds, she collapsed as the poisonous radiation made its way into her system. Ampfibian quickly pulled her out of the tunnel; she needed the restorative properties of the sun fast, or she'd be in serious trouble.

"Thinks of everything, doesn't he?" asked Supergirl weakly.

"Come on," said Ampfibian, despite his lack of a mouth, "let Luthor hide himself away; we've got an android to fight."

…

**Outer Edge of Earth's Atmosphere**

Superman floated above his adopted homeworld, clad in a suit of armor that flooded his body with extra solar radiation; he felt that he would need all the power he could get to stop Amazo. Beside him was Green Lantern, adjusting the ring on his finger. Near them was Captain Atom, Orion, son of Darkseid, the armored form of STRIPE, and several other heroes who could survive in space. Behind them was the League's entire complement of Javelins; two-dozen in all, piloted by League members who would be unable to fight Amazo directly. It was an impressive defense, but Superman wasn't sure that it would be enough to stop the android.

_You cannot keep me from my goal._

The heroes looked around, trying to find the source of the voice.

"Telepathy." Murmured Superman.

"I'm not impressed." Said Green Lantern.

"Why have you come back?" demanded Superman.

_Why do you ask questions that you already know the answer to?_

"Luthor." So J'onn had been right.

A bright, golden light appeared in front of them. It was far away, but closing fast.

_Of course._

"We're not going to give him up." Stated Superman.

_He's your enemy; you owe him nothing._

Now the assembled Leaguers could see the golden form of Amazo. He wasn't slowing down.

"Turn back now." Superman charged up his heat-vision for emphasis.

_I have evolved far beyond what I was when we last met. You do not want to challenge me._

The android entered weapons' range.

"Light 'im up! HAAAAAARGH!" Green Lantern unleashed the most powerful blast he'd ever generated from his ring.

Every Javelin opened fire with its energy cannons, Superman used his heat vision, Orion fired bolts of energy from his chariot, Captain Atom released a wave of radioactive energy, and STRIPE launched missiles from his shoulders.

The incredible amount of firepower slowed the android; it even began to push him back. It was working! But just as the League began to hope, Amazo pushed forward yet again. This time, he wasn't stopped.

…

**Above Metropolis**

"Be prepared," came the voice of the Martian in Supergirl's ear, "the space team has failed; he's coming."

"Not for long." The Kryptonian declared, though in reality, she was terrified. Amazo was able to beat a group with enough combined power to destroy a planet, and now it was up to her and a few others to try and stop him.

_I wish I'd been able to say more to Ben earlier, _she thought. She had hoped that Ben would be on the same team as her, but most of Ben's more powerful transformations were ground-based, so he'd been placed on the last line of defense. While she was determined to not only survive, but win, she still had a feeling that she might not see her boyfriend again.

Her enhanced senses detected Amazo heading towards the city, and she charged up towards the android. For a moment, knowing what she was up against, she faltered, but she corrected herself and slammed into the golden being. However, the android was too powerful, and Supergirl was slammed into Metropolis's warehouse district with the force of a small meteor. She tried to rise again, but fell into unconsciousness.

The other three heroes that were in the sky team were Red Tornado, an android with the ability to create and control tornadoes, Fire, a Brazilian woman that could wrap herself in and shoot blasts of green flame, and Rocket Red, a man in a flying armory.

Fire looked down at Supergirl in concern, then at Amazo in fear. Before she could react, Rocket Red flew by her and unleashed a massive barrage of missiles, all of which hit Amazo square-on. Amazo kept going as if nothing happened. Rocket flew backwards, while firing a minigun that was mounted on his shoulder. Amazo kept up with him, ripping off the weapon and punching Rocket back several hundred feet.

Before he could continue, he was engulfed in emerald flame. He glanced up at Fire, before actually absorbing her attack and grabbing her by the throat. As Fire began to lose consciousness, she heard Amazo's voice in her head.

_Your bravery is admirable, but annoying._

He flung Fire to the streets below, but she was caught by a twister, courtesy of Red Tornado. She was then picked up by the damaged Rocket, who took her to safety. Red Tornado sent another twister at Amazo, but the golden android shrugged it off and sent a blast of energy into Red, slicing him in half. The dismembered robot fell to the roof of a nearby skyscraper.

Amazo kept going.

…

**Metropolis**

Wonder Woman heard her communicator ping.

"The second line of defense is down?" she asked J'onn.

"Yes," came the reply, "you are all that is left. Good luck."

Wonder Woman looked at her team, composed of every ground-based hero that hadn't been piloting a Javelin. More specifically, she looked at Ben, now transformed into Chromastone. She knew that he was worried about Supergirl.

"Don't worry, Ben," she whispered to him, "it'll take a lot more than one punch to kill Kara."

Chromastone looked at her for a moment, then nodded. They needed to get ready.

…

**Watchtower**

The Martian sensed a presence behind him and turned.

"Have you come to offer help?"

Out of the shadows stepped a man wearing a blue, skintight outfit, with gold boots, gloves, belt, cape, and a golden helmet that obscured every part of his face.

"Not help," amended Dr. Fate, Sorcerer Supreme of Earth, "hope."

…

**Metropolis**

Amazo floated down in front of the barber shop and stepped forward, only to be surrounded by Wonder Woman's team.

_When will you learn?_

Amazo sent out a wave of energy that cracked the street and knocked all of the heroes out of commission. That is, save for Chromastone, who'd absorbed the energy he'd been hit with. He still stood against Amazo.

"Can we talk for a second?" Chromastone asked.

Amazo stared at him for a moment; it was rare for a being to withstand one of his energy attacks. Maybe this being would offer something new for him.

_Very well. What do you wish to discuss?_

…

**Outer Edge of Earth's Atmosphere**

The space team floated helplessly in the void. Amazo had incapacitated every Leaguer and crippled every Javelin. Superman was just starting to come around when he noticed a bright green light behind him. From outside the solar system appeared dozens of Green Lanterns; every one that had escaped the death of Oa, plus any other Lantern that had joined them on their way to Earth.

The Lanterns used their rings to bring the injured Leaguers and crippled ships back to the Watchtower, while John Stewart was approached by Kyle Rayner.

"You're alive!" said John.

"Which is more than I can say for Oa." Replied a somber Kyle.

John's face grew serious. "What's the plan?"

"We're gonna use every bit of power we have left in our rings; we'll take one last shot at the android."

John was taken aback. "A blast like that could destroy half the planet."

Kyle looked down at Earth. "Half a planet is better than none."

…

**Watchtower**

J'onn, having heard the conversation between the Lanterns via John's communicator, sighed.

"It's the only way."

Dr. Fate scoffed. "Those words are always used to justify destruction."

The Martian turned. "We can only guess how much power the android has amassed as it's made its way across the galaxy. It has to be stopped, Fate! Here and now; not just for the sake of this world, but for all worlds."

Dr. Fate floated into the air, disappointed. "Then for the sake of all worlds, I will continue to seek a better way."

Then, with a purple ankh appearing behind him, Dr. Fate vanished.

…

**Metropolis**

"Why do you hate Luthor so much? Why do you want to kill him?" Chromastone had heard of what Luthor had done from the mouths of the founding members, but he wanted to hear Amazo's opinion on the matter.

_He used me; he tricked me into stealing for him, and attacking people for him. For that, he will die._

"Okay, I get it, Luthor is scum and won't be getting any mercy when he goes to meet his maker. But why are you the one who gets to play executioner? He used you, sure, but did he hurt you, or someone you cared about? You really want to kill someone just because he hurt your feelings?"

Amazo stared at him. Chromastone figured that was the closest the android came to blinking.

_He has done much harm to this world, all for his own personal gain. He must be stopped._

"If you haven't heard, he's dying already; that cancer of his will kill him sooner or later, and he'd watched by both the government and the League. He can't even sneeze without someone knowing about it. He isn't a threat anymore."

Amazo shook his head; he was determined to exact his revenge. Chromastone decided he needed a different approach.

"Okay, even if you do kill Luthor, what are you going to do next?"

_What do you mean?_

Chromastone sighed. "I mean, what are you going to do with yourself? Do you have a plan, or a goal? Or are you just going to sit on your butt until the end of time?"

The android looked down, lost in thought.

_I… I do not know. But I have a question for you._

"Okay, shoot."

_You asked me if Luthor had hurt me or someone I cared for._

"Yeah?"

_What would you have done if that had happened to you?_

Chromastone crossed his arms. "I don't have wonder what I'd do; I've been there."

_What?_

"One of my villains back home attacked my family; he killed them all."

_And did you kill that villain?_

"No, I didn't."

_Why not?_

Ben had asked himself that same question many times. Why hadn't he killed him?

"Because it wouldn't have brought back what was taken from me; will killing Luthor honestly make you feel better?"

Amazo walked over to the barber shop; Chromastone made no move to stop him as he placed his hand against the door. Time seemed to stretch as Amazo reached his decision.

…

The Green Lanterns, led by John Stewart, flew down towards Metropolis with vengeance as their goal. They saw the android next to Chromastone, and John wondered why he wasn't fighting. Had Amazo done something to keep him from moving? John gritted his teeth at the thought of another friend getting attacked by that monster.

Before the Corps could attack, a giant purple ankh appeared in front of them, as did Dr. Fate.

"Wait," asked Fate, "please. The android's nature has proven benign before; I believe that it will again."

"Benign?" Asked John incredulously, "You call destroying Oa benign!?" John, as well as the rest of the Corps, charged up their rings and aimed at the Doctor.

"If you do this," Fate explained, "you will ruin any chance Ben has."

"What do you mean?" asked John, not surprised that Fate knew Ben's identity; he seemed to know everything.

"Ben Tennyson is saving the universe."

…

"Have you reached a decision?" asked Chromastone.

_I have. I… will not kill Lex Luthor. His death would only satisfy my desire for petty revenge. But a new dilemma is before me._

"What's that?"

_What will I do now? Killing Luthor was my only goal, and now I realize that it was a foolish desire. Why am I here, what is my purpose? I must know; can you tell me?_

Chromastone shook his head. "You can't give another sentient being purpose for living, not really, anyway. You'll have to find out what your reason for existence is on your own."

Amazo looked down in disappointment.

"Still," continued Chromastone, "if you need advice every once in a while, I'd be happy to give it to you."

_You would do that?_

"Yeah, that's what heroes do; they help people."

… _Very well; I will find my own purpose. I need only find a place to start looking._

Amazo took a few steps away from Chromastone; that was all the Lanterns needed to see. Kyle Rayner picked up Chromastone and the unconscious Leaguers and moved them out of the way, while the others surrounded Amazo with charged power rings.

Before they fired, Dr. Fate appeared next to the android.

"Get out of the way!" Barked John.

"It's over," said Fate, as he turned to Amazo, "isn't it?"

_Yes._

"He murders an entire world and it's over? Just like that!?" demanded an outraged John, "I don't think so."

_Right, forgot about that, _thought Chromastone, _that might be a problem._

_I did not destroy Oa; I simply moved it to another dimension._

Everyone present, save for Dr. Fate, stared at the android. The Lanterns lowered their rings.

_It was in my way._

"Then could you move it back?" asked John as calmly as he could.

Amazo's eyes glowed.

_Done._

The android turned to Chromastone.

_Like Luthor, your friends have done nothing to warrant the harm I have wrought upon them. I shall undo that mistake._

Amazo's eyes glowed once again. In space and on the ground, all injured Leaguers found themselves healed, and repair crews on the Watchtower found two-dozen undamaged Javelins.

"Thanks." Said a grateful Chromastone, as he helped Wonder Woman to her feet.

Dr. Fate looked up at the eight-foot-tall android. "I can help you on your journey; in your search for meaning."

_Help me? Why?_

"Because like Chromastone, helping people is my purpose."

… _I accept your offer._

Fate nodded, and a purple ankh appeared behind them both. In a flash of light, they disappeared.

…

After thanking Ben, who had transformed back into his human form from lack of power, the Lanterns returned to Oa, save for John.

"Thanks for what you did, Ben." The Lantern wasn't actually looking at Ben as he talked; rather, he stared out at Metropolis from roof of the building they'd moved to. John and Ben had been joined by the ground team, who had been surprised at Ben's true form since many of them hadn't known his secret identity.

"Eh, no problem; saving the day is old hat for me."

"So," asked Green Lantern, smirking at Ben's comment, "you gonna join the rest of the League in celebrating our first mission with everyone together?"

Ben turned his head and smiled at a certain blond Kryptonian heading his way. "Maybe later, John; I've got a dinner date first."

…

**The Tower of Fate**

Dr. Fate and Amazo appeared inside of the main room of Fate's tower. The android looked around at the strange, mystical artifacts and books lining the walls. They were approached by a woman wearing blue pants and a yellow blouse, her black hair tied in a ponytail.

"We have another guest, Inza," Fate said to his wife, "would you prepare a place for him?"

"Of course, Kent." Inza turned to Amazo with a smile. "Welcome."

Amazo was a little taken aback. Never had he been greeted so cordially before. He found himself liking the experience.

"Are you all right?" Inza asked her husband.

"I am fine," Fate replied, "although there was a moment when I actually thought that John Stewart was going to attack me."

"Oh, I don't know about that," the three turned to see a woman approach them. She had orange hair, striking green eyes, and white wings on her back.

"His bark is a lot worse than his bite." Finished Shayera Hol.

**Wow. Re-watching this episode of JLU was fun. It was also a little scary to see so many superheroes get the stuffing kicked out of them by one being. I guess that it's a lesson that no matter how powerful you are, there's someone even more so out there. Still, it was a good way to show off what the new Leaguers could do, even though we didn't know their names at that point.**

**Another thing: I wanted to establish how Ben and Kara's relationship worked; yeah, they limit their romance while on the Watchtower, but that's just so they can focus on the job. When not working, well…**

**And yeah, they worry about each other, but Ben has learned the hard way about the dangers of being both a superhero and being in a relationship. There's bound to be dangers.**

**In the next chapter, we see some familiar faces, plus the League makes a new friend. Who will it be? Find out on the next chapter of Ben 10: Unlimited.**

**Barbosa: There's not been a gathering like this in our lifetime.**

**Jack Sparrow: And I owe all of them muffins.**


	12. Fitting In, Part 3

**BEN 10 DOES NOT BELONG TO ME, NEITHER DOES JUSTICE LEAGUE UNLIMITED, BUT I'LL GET YOU, MY PRETTIES, AND YOUR LITTLE DOG, TOO!**

**I cannot believe that so many people like my writing. It's a dream come true for an aspiring professional writer like myself. Thank you, thank you all!**

**Now then, I'd say that it's time we brought in a couple of old friends, and finished the Fitting In trilogy, wouldn't you agree?**

Ben 10: Unlimited

In The Interim, Part 3

Familiar Faces

"Happy Birthday, Ben!"

Ben smiled at the friends who'd decided to stop by his house and throw him an impromptu birthday celebration. Diana, Wally, Clark, John, and of course Kara had all come to see him.

"Thanks guys; it means a lot to me that you're all here." Ben actually struggled to keep tears from falling.

"Hey, no problem," said Wally West as he threw an arm over Ben's shoulder in a comradely fashion, "after all, you only turn nineteen once."

Ben was going to reply, but Kara walked up and kissed him, causing his mind to draw a blank. Wally only smirked.

The heroes had been hanging out for some time, when they received a call from the Watchtower, which was answered by Clark.

"Is it a world-saving crisis, Batman?"

"It might be." Came the voice of the Dark Knight, "At any rate, Dr. Fate asked me to contact you."

The others tensed; it had only been a couple of week since the Amazo incident, and Fate had been the android's supervisor. If Fate was calling them…

"Did Amazo decide to destroy the world or something?" asked Ben. It might have been his birthday, but if he was needed, he'd be there.

"Fate said that something has come to Earth from another universe," said Batman, "sound familiar?"

Everyone present froze; the other heroes looked a Ben, who had a thoughtful expression on his face.

"Hey Bats," asked Ben, "did Fate say if this person or object was from _my _universe?"

"He didn't, but he said that he could show us an image of what appeared, and that he wanted the opinion of someone who's been to other universes."

Ben looked at his friends, who nodded at him, as if to tell him that they would support him if he needed the backup. He returned the gesture.

"Okay, I can get brought up now; everyone else needs to get sent to their rooms to get into costume."

As Ben started to move to another room to grab his jacket, he felt a hand on his shoulder; he turned to see Kara with a sad expression.

"Sorry something like this had to happen on your birthday, Ben."

Ben shrugged. "It's no big deal; I'm so used to something freaky happening to me, I'm almost disappointed when it doesn't."

A sly smile appeared on Kara's face. "What about when it's just us?"

A similar smile appeared on Ben. "You're the exception; I'm never disappointed when it's just us."

Blushing, but still keeping the smile, Kara gave Ben a quick kiss before he was teleported away.

…

**Watchtower**

"I have no idea what it is," said Fate as the heroes assembled in front of him; Ben was the only one not in costume, since everyone present knew his identity, "but the amount of power that it displayed as it entered our universe was staggering."

"If you could sense power like that, how come you didn't sense Ben when he came into our universe?" asked Flash, "I mean, the kid's got a lot of power."

Fate shook his head. "Ben's power comes from technology; this being wields natural, mystic energy, which I am attuned to."

Ben nodded. "Okay, so we know it's got power, but Batman said that you could show us what it is; if it is from my universe, I might be able to recognize it."

Fate nodded and raised his hands; purple light surrounded the space in front of him as he chanted.

"_Wohs su eht gnieb morf rehtona esrevinu!" _

A mirror appeared in front of them, with the form of the extra-universal being coming into focus. Ben stiffened as he recognized the creature. He started to sway from the shock, before Supergirl brought him over to a chair.

"I think that answered the question if Ben would recognize it." Said Flash.

"Are you okay, Ben?" asked Wonder Woman.

Ben blinked a few times, then shook his head as if to clear it. "Sorry, I was just a little surprised; I didn't expect to see one of those here."

Supergirl turned back to the image. "So what is it?"

"That," said Ben, gesturing to the picture of a humanoid female with purple skin and hair that seemed to be made of pink light, "is an Anodite."

"Is that bad?" asked Green Lantern.

Ben took a deep breath, then exhaled; he was getting over the shock of seeing an Anodite, but it still brought back some unpleasant memories.

"It really depends on the Anodite in question; some are good, some are bad, but they all share an insatiable curiosity. They're free-spirited wanderers."

"Are they dangerous?" asked Batman; he didn't like the idea of something that scared Ben running loose on Earth, even if it wasn't evil.

"Again, it depends on the Anodite." Replied Ben, "But they are powerful; probably in the top ten most powerful beings in my universe."

The others stared at him in shock; they'd seen what Ben could turn into, and the way he'd said it made it seem like an Anodite was more powerful than anything he could become.

"What are their capabilities?" asked Batman, his analytical mind trying to discover an exploitable weakness.

"Honestly?" said Ben, "I've never seen what they can really do. I know that they can manipulate Mana, the life-energy in my universe, and they can use it to do anything they want; they can even alter reality, to an extent. As long as there's Mana available, the only thing that can stop an Anodite is another, more powerful Anodite."

Flash gulped nervously. "Okay, so we've just gotta hope that it's a friendly Anodite."

Ben nodded. "Yep."

"Where is the Anodite now?" Superman asked Fate.

Fate, after dispelling the image, looked up for a moment, his eyes glowing. "Gotham City, near the docks; that is the closest nearest I can narrow the search area."

Superman nodded. "It'll do; Batman, you know the area best, so you'll lead the team. Ben, Lantern, Supergirl and I will go with you."

"Uh, guys?" everyone turned to Ben. "We don't want to spook an Anodite; she might attack if we do."

"Got it," said Supergirl, "no scaring the purple alien."

The heroes went to the teleporter pad as Ben transformed into Diamondhead. A flash of light later, and they were gone.

…

**Gotham City**

The team appeared at Gotham's docks and cautiously spread out; Diamondhead had been designated spokesperson if the Anodite was discovered. Hopefully, the Anodite would be in a talkative mood.

As they searched, Supergirl worried about her boyfriend; he hadn't seemed scared of the Anodite, more like he'd seen a ghost. Maybe he'd had an Anodite friend who'd died, or something.

Diamondhead slowly pushed open the doors to a warehouse, entering with caution; after his experience with Sunny, he really did not want to get on the bad side of an Anodite. He froze when he heard a noise; it sounded like a sigh. Squinting, Diamondhead could faintly make out a pinkish glow.

"Uh, hello?" he called out softly, "Excuse me, Miss Anodite? Do you think you could come out and talk?"

From around a large crate floated the Anodite. She hovered over him for a moment, before lowering herself to his eye-level. Superman and Supergirl, having heard the sigh thanks to their super-hearing, gathered Lantern and Batman and slowly entered the same building. Diamondhead heard them enter and made a gesture behind his back to stop them from doing anything rash.

The Anodite kept her eyes locked onto Diamondhead's for another moment, then looked down at the Ultimatrix symbol. Slowly, she reached out and put a finger against the dial. In a flash of violet light, Diamondhead was changed back into Ben, who looked down at himself in shock.

_Didn't expect that_, he thought. He also didn't expect the Anodite to throw her arms around his neck.

"Hello Ben!" she exclaimed, "Happy Birthday!"

The other heroes were startled and confused, with Supergirl having the added emotion of anger. Ben, on the other hand couldn't believe it. That voice…

"_Grandma?_"

…

**Watchtower**

After confirming that the Anodite was not a threat, the team plus one were teleported back to the briefing room of the Watchtower, where they were rejoined by Flash, Wonder Woman and Dr. Fate.

"So, Ben," said Supergirl, "you have an alien grandma?"

The Anodite smiled, still giving Ben a one-armed hug as they sat next to each other. "That's right; I am Verdona, Ben's grandmother. How do you do?"

"And you never told us that you had an alien grandma because…?" asked Green Lantern.

"Because she disappeared over two years ago." Ben replied curtly. The fact that he wasn't exactly happy to see his grandmother was a mystery to the other Leaguers; after losing everyone else, they thought he'd be ecstatic to see a living relative.

"Oh Ben, you know that Anodites don't spend too much time in one place, and besides," Verdona said, her smile dropping slightly, "I sent messages."

"Yeah," said Ben bitterly, "to Grandpa Max, to Gwen, even Kevin and Julie; but not to me." Then his eyes narrowed. "But you weren't there when they needed you the most; you weren't even there after they died!"

Verdona's smile fell completely as her arm dropped to her side. She looked at her feet. "I tried to help, Ben, but by the time I received Gwen's call for aid, it was already too late. I'm sorry that I wasn't there for you; I was so caught up in grieving for my husband, children and grandchild that I… I…"

"You forgot about me." It wasn't a question so much as a statement.

"I am so sorry, Ben." Verdona's voice had fallen to a whisper. She stood up, turning her back to her grandson. "After I came to my senses, I tried to find you through the Mana-Stream, but you weren't there. You'd disappeared off the face of the universe. I've spent months searching universes, trying to find you. I was starting to believe that I would have to live with these regrets forever."

Ben blinked; deep down, he knew that his grandmother loved him, but she'd always given more attention to Gwen, since she'd inherited the powers of an Anodite. But after Gwen died, she'd spent months trying to find her grandson. Suddenly, Ben didn't feel so bitter towards her; she'd been grieving just as much as he had, maybe even more so. He stood up and walked over to Verdona, and gently turned her towards him.

"Hey," Ben said as he wrapped his grandmother in a hug, "it's okay; you were sad, I get it. I'm sorry that I snapped at you; I guess after a while, I thought that you didn't care."

Verdona shook her head, even as she buried her face into Ben's shoulder; violet streams of Mana poured from her eyes.

"I realize that I must have made you feel forgotten, and for that, more than anything, I am sorry about. I just thought that if I kept talking to you, you might be resentful of never inheriting the same powers as your cousin." She lifted her head again. "I promise that I will talk to you more often, Ben; that is, if you forgive me?"

Ben smiled, even as tears of his own started to form. "Grandma, I was never resentful about that; I could turn into aliens with super-powers before Gwen even realized where her powers came from." He hugged her again. "And I forgive you, even though I don't think that you needed to be sorry."

A small cough broke the moment, and both turned to see the other Leaguers staring at them with mixed expressions. Flash looked a little bemused, while Batman merely raised an eyebrow. Superman and Green Lantern had small smiles on their faces, while Wonder Woman and Kara had tears in their eyes from the whole exchange. The reunited relatives separated, a little embarrassed.

"So," said Superman, after composing himself, "we can establish that you are not here for hostile purposes?"

Verdona smiled. "Of course not." Then her smile turned into a frown. "Unless someone has hurt my grandson, in which case you may consider me _very _hostile."

"Grandma," whined Ben, "I can take care of myself!"

The Leaguers, minus Batman, shared a laugh at Ben's reaction. Flash raised his hands in a placating gesture.

"Don't worry, ma'am," he said, "we've been taking good care of the kid."

Ben turned to him. "I'm sorry, who busted who out of an alien prison a while back, then helped you save the world?"

Verdona smiled at him. "Ah, Ben; sent to another universe and you still save the world. I am so proud of you."

Ben smiled back; he'd never gotten much praise from his grandmother, so he treasured whenever it happened. "Thanks, grandma."

Verdona snapped her fingers. "Oh! In all the excitement, I almost forgot your birthday presents!"

"What?"

"Well, I've missed a lot of your birthdays, Ben; I've got to start making up for that!" Verdona held out her hand and adopted a look of concentration. After a moment, a violet crystal formed in her palm, and she held it out to Ben.

"This is a Mana-crystal," she explained, "and it's connected to me; all you have to do is speak while holding it, and I'll be able to talk to you or visit if you need me, within twenty-four hours."

"Wow, Grandma," said Ben as he accepted the crystal and put it into his pocket, "thanks!"

"Oh, it gets better," said Verdona, tracing a circle in the air, which became violet-colored, "I promised a friend of yours that I'd bring him to you when I found you."

"A friend? Who…" Ben started to ask, as Verdona reached into the circle.

When she brought her arms back out, she was holding a small creature. It was black and had green circuitry covering its back; it had only one eye and two stubby legs on the front, with a slug-like rear. It looked at Ben and started to wag its rear like a tail.

"Ship, ship!" said the creature.

Ben stared, dumbfounded.

"Ship?" he asked tentatively. The wagging increased in speed as the creature jumped into Ben's arms.

"Ship ship ship!" cried Ship in joy. Ben had started laughing as he held the creature close.

"Hey, buddy! I thought I'd never see you again!"

"Uh, Ben?" asked Supergirl, "What is that?" Ben held Ship out to her; Ship actually jumped from Ben's arms and into Supergirl's.

"This is Ship," Ben explained to everyone, who'd been staring at the odd display, "he's a Galvanic Mechamorph Symbiote." He sighed as he saw the blank looks he was getting. "He's an Upgrade, but like a dog."

"Ship ship ship!" said Ship indignantly.

"Right, sorry," apologized Ben, "he's a lot smarter than a dog and he has the same powers as Upgrade, plus he can do other stuff that I can't do as Upgrade."

"Aww," gushed Supergirl, "he's so cute!"

"Ship ship!" Ship started nuzzling Supergirl's neck; he liked it when people complimented him.

"Why is he called Ship?" asked Green Lantern, "Besides the fact that that seems to be the only word he knows."

"Uh, that's kind of a long story." Ben turned to Verdona. "Where did you find him? I thought he'd died when Julie…" he trailed off.

"Ship, ship." Said Ship mournfully. Supergirl patted his head consolingly.

"I found him in the wreckage of your house after you'd disappeared," explained Verdona, "but he was very weak. I nursed him back to health, and after he got better, he wanted to find you. I suppose that after Julie was gone, you were all he had left."

Ben walked over to Ship and started petting his head; in a few moments, Ship fell asleep in Supergirl's arms.

"Can we keep him?" asked Supergirl.

"I don't see why not," said Ben, "he could be a great help with all the technical stuff on the Watchtower."

Ship's head snapped up at the mention of technology; he jumped out of Supergirl's arms and rushed through the door.

"Ship ship ship!" he cried happily.

"Hey, Ship, come back here!" Ben ran after his friend, followed by the rest of the heroes, all of whom were laughing, save for Batman.

"Just a moment, Supergirl." Said Verdona. Supergirl, who was the last one out, turned.

"Yes?"

"Do you suppose that I could speak with you for a moment?"

Supergirl shrugged. "I guess so."

Verdona smiled and sat in a chair, gesturing for Supergirl to do the same with an adjoining seat. After they got comfortable, Verdona leaned in close.

"So, how long have you been dating my grandson?"

Supergirl reeled back. "How did you…?"

Verdona laughed. "Oh, a grandmother knows these things, my dear." Then she shrugged. "Plus, I could sense the emotions the two of you have regarding each other. Though I must say, I've never seen a human like you before."

"That's because I'm not human," explained Supergirl, "I'm Kryptonian; we just happen to look exactly like humans."

"Huh," said Verdona, "that's weird. Evolution took a bit of a lazy turn with that, I guess."

"Hey!"

"Oh, relax, dear, I'm only teasing." Verdona's face grew serious. "But you didn't answer my question."

"Oh right." Kara straightened her back. "Almost two months."

Verdona nodded. "I can tell that he's happy, as are you." She looked Kara in the eye for a moment, before giving her a gentle hug. "Thank you." She whispered.

Kara was confused. "For what?"

"I spoke to Julie several times before she died," explained Verdona as she let go, "and from what I could tell, she and Ben were very much in love. For her to be taken away like that… Well, I had decades with Ben's grandfather, while Ben only had three years. I'm just glad that he was able to find that kind of love again."

Kara smiled. "I'm just glad that he's feeling better."

Verdona shook her head. "It was more than just helping him feel better; you saved him, my dear, even if neither of you realize it. For that, and for filling my grandson's heart with love, you have my deepest thanks."

The conversation was interrupted when Ben came back into the room, carrying Ship.

"Sorry," said Ben, "Ship decided to merge with a refrigerator in the cafeteria and was spitting defrosting chicken at people."

"Ship ship!" said Ship, pleased with himself.

"You know, you don't have to throw things at people; you should know that's rude!" admonished Ben.

Even though he didn't have a very expressive face, Ship seemed to be sticking his nonexistent tongue at Ben. Ben rolled his eyes before turning to the two women.

"So, what'd I miss?" he asked.

"Oh, nothing." Said Kara, "Just some girl-talk." Then she wrapped her arms around Ben's neck and gave him a long kiss.

"Ship?" Ship asked Verdona.

"Oh hush, you." she replied, "This is cute."

After another few seconds, Kara broke off the kiss. She walked out the door, but not before giving Ben a wink. Ship, having squirmed out of Ben's arms, followed his new friend.

Ben, having temporarily lost the gift of coherent thought, merely said, "Uh…"

Verdona placed a hand on Ben's shoulder. "She's a good one."

Ben nodded. "Yeah, she is."

"I'm happy for you, Ben." Verdona gave her grandson another one-armed hug. "It's not often that someone finds true love twice in one life." Then she released him. "Well, it's been a blast, but I really must be going."

"What?" asked Ben, "But you just got here!"

Verdona sighed. "Ben, I have responsibilities back home, even if they are self-appointed ones, and I can't let go of them; don't worry though, I'll visit as often as I can. While I'm back in our universe, I'll check on Earth; I'll see how things are going since you left."

Ben smiled. "Thanks Grandma."

With a flash of violet light, Verdona vanished. Ben pulled the Mana-Crystal out of his pocket and stared at it for a moment, before Superman's voice emerged from a nearby communication panel.

"Uh, Ben, Ship just found his way into the Javelin bay, and…"

Ben's head snapped up. "Got it, I'm on my way." He turned into XLR8 and rushed off, a smile underneath his visor.

Things just kept getting better and better.

**Ah, Grandma Verdona; she was in what, 2-3 episodes of Ben 10? I figured that she should get some time in the story. Same as Ship; I wish I had a pet like that. Of course, if I forgot to feed him on time, he'd probably turn into a tank and crush me, so that might not be such a hot idea.**

**Yeah, not a lot of action in this chapter either, but all that changes in the next chapter. More plot for you all! And it's gonna have a significant change to the original episode of JLU. **

**Once again, I'd like to thank my readers and reviewers, without whose continued support I'd lack the drive to continue this story.**

**Automuffins, transform and roll out!**


	13. Chapter 10

**BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. DESPITE MY BEST EFFORTS TO STEAL IT, MY NEIGHBORS' ROBOT DOES NOT BELONG TO ME… STUPID THING KEEPS SETTING MY HAIR ON FIRE EVERY TIME I TRY.**

**Before I begin, I have to say this: this episode of JLU was depressing as all hell when I watched it. There were so many times that I wished that the ending had been different. Now it will be. You're welcome.**

Ben 10: Unlimited

Chapter 10

Ultimatum

**Watchtower **

A lot had changed for Ben in the month since his grandmother visited. For one thing, the founding members of the League had been giving him more authority on missions, often giving him command of a team. Another change was having Ship in his life; the little alien spent most of the time on the Watchtower, keeping systems at peak efficiency. He would sometimes stay at Ben's house, but he got bored quickly, since he couldn't go outside.

The final thing that had changed was the matter of his secret identity; most Leaguers now knew that the shapeshifting alien was, in fact, a human named Ben. They didn't know his last name, for security reasons, but they felt honored that Ben trusted them enough to show them what he really looked like.

Right now, though, the Watchtower was being emptied of many of its heroes; a distress call had been received from deep space, and most of the League was being deployed to assist. Ben was saying goodbye to Supergirl before she left.

"Don't worry," Supergirl said as she gave Ben a quick kiss, "I'll be back before you know it."

"Did I say that I was worried?" asked Ben playfully, "It's Ship who gets worried; he likes you."

"Ship ship." Agreed the Symbiote as he rubbed his head against Supergirl's leg.

"Aww, don't worry, Ship," said Supergirl; she thought that Ship was the cutest thing in the world. "I'll be back soon, I promise."

"Ship ship!"

"See you soon, Kara." Ben gave her one last kiss before he and Ship left the Javelin bay. They watched the small fleet of vessels take off into space. They stood there for a moment, Ship sitting on Ben's shoulder, before Wonder Woman raced past them.

"Come on, Ben!" she shouted, "We have a situation!"

Ben looked at Ship. "Of course we do." Then he took off after her, saying to Ship, "Come on, buddy, let's show 'em what you can do!"

"Ship ship!"

…

**Atlantic Ocean**

An oil rig was under attack, literally from under. Strange, humanoid lava-monsters were crawling up from the cracks in the seabed, and were attacking the rig and its crew.

Aquaman, King of Atlantis and part-time member of the Justice League, swam underneath, giving his report to the other heroes.

"The new Bermuda platform is under attack; if it collapses, we're gonna have the worst oil spill in history on our hands." He sighed. "I've told those idiots to stay out of my ocean."

Superman, flying overhead, decided not to comment about that last part. "ETA is three minutes, Aquaman."

"We're right behind you, Superman." Said Ben, sitting next to Wonder Woman inside of a transformed Ship. True to his name, Ship could transform into an alien flying weapon. He was boxy in shape, with flat wings that held a multitude of weapons. The expressions on the League when they'd first seen Ship transform had been priceless, but this was the first time any of them had seen Ship actually fly.

"See you there, Ben." Said Batman over the communicator, as he flew the Batwing to the platform.

On the platform, Aquaman was fighting the lava-monsters, kicking away any that didn't see him coming, and slicing any others with the wicked hook that replaced his left hand. One monster almost hit him, but a batarang struck it in the back. Aquaman turned to see Batman jump out of the Batwing and onto a monster. The two heroes fought until they were back-to-back.

"These 'geniuses' dug right into the Earth's magma." Said Aquaman, "It never occurred to them that there might be anything living down there."

Both heroes covered their eyes as Ship arrived and cut down a number of monsters with his weapons.

"SHIP!" he said in a deep voice. His hatch opened up as Wonder Woman and Ben, now transformed into Chromastone, flew out to join them alongside Superman.

The five went into a defensive circle as the monsters approached. Before they fought, however, a massive gust of wind threw the creatures into the air.

"Not to worry, fellow heroes!" the Leaguers turned to see who'd helped them. A young Asian man, the one who'd created the tornado, spoke up again. "The Ultimen are here!" he and the four other heroes with him struck poses.

"Not them again." Muttered Aquaman.

…

Ben knew about the Ultimen; they'd been all over the news, and were apparently government-sponsored, unlike the League, who relied on donations and private funding, courtesy of Bruce Wayne.

The young Asian man, Wind Dragon, was the leader, and could create massive gusts of wind. The African-American next to him was Juice, and could both generate and turn into electricity. The Native American behind them was Long Shadow, who could grow to massive sizes, although Ben had seen that Way Big was bigger. The last two members of the Ultimen were Downpour and Shifter. They were twins, both having paper-white skin, red eyes and pointed ears. Downpour could transform his body into water of any kind of volume, while Shifter could turn into any animal, real or imaginary.

They didn't seem that bad to Ben, although they did come off as a little annoying, what with their constant support of everything popular. Being a hero wasn't about doing what was popular; it was about doing what was right.

…

Superman punched aside several creatures, seemingly uninterested in the fight. That changed when one of the monsters vomited up magma, covering the Man of Steel. Soon, that vomit was joined by more, as other monsters did the same to him. Soon, he was trapped as the magma hardened.

"Now, is that nice?"

The monsters turned to see Wind Dragon and Juice behind them. Juice placed his hand against a wall and transformed into living electricity. He traveled down to the metal floor and electrocuted the monsters closest to Superman. Wind Dragon walked up to Juice after he turned back into his human form.

"You know, Juice, Superman was my hero when I was a lad; it's not his fault he's getting old." Wind Dragon didn't seem to care that his childhood hero was five feet away as he said that.

A vein throbbed on Superman's forehead. "Old!?" he flexed his arms and the magma shattered like glass.

"Old but spry, sir," apologized Wind Dragon, "old but spry."

…

Wonder Woman flew forward, slamming into a small group of monsters and knocking them off the platform. Behind her, Long Shadow was wrestling with two more.

"It's… argh… it's a real honor to be working with you, Wonder Woman." Long Shadow had something of a boyhood crush on the Amazon Princess.

The princess in question smiled, even as she punched another monster into oblivion. "Likewise, Long Shadow."

Downpour and Shifter leaned against a railing, seemingly amused by the fighting.

"Shall we lend them a hand, sister?" asked Downpour.

"Of course, brother." Replied Shifter. "Would you help Wonder Woman and our colleague, while I help Chromastone?"

"What is it with you and shapeshifters?" asked the male twin. Before his embarrassed sister could answer, he jumped off the railing and yelled "River!" his body became a snake-like tendril of water, knocking over a dozen monsters.

Shifter ran towards Chromastone, who was blasting several monsters with rainbow-colored energy. Unlike Long Shadow, Shifter didn't have a crush on Chromastone; after all, she had no idea what he looked like or what his personality really was. She just found it interesting to meet other people with shapeshifting powers. The fact that this one shouted the name of his transformations, just like her, was a bonus.

"Hi there!" Shifter said cheerfully as she moved back-to-back with Chromastone.

"Hey," said Chromastone casually, as he blasted another monster, "how's your day been?"

"Oh, you know," she replied, "saving lives, fighting monsters. You?"

"Same here." Chromastone looked around, seeing how they were outnumbered, and slapped the Ultimatrix dial.

Shifter covered her eyes from the green light, and looked down at the new form. It was only about two feet tall, pale-white, with green eyes and mouth.

"ECHO ECHO!" the creature yelled in a mechanical voice.

"What can you do with that?" asked Shifter; this new form didn't look that impressive.

"I. Can. Do. This!" said Echo Echo. He replicated himself, until there were twenty of him. All of the Echo Echo's took a deep breath, then released a sonic wave that shattered many of the monsters into pieces.

"Nice work!" complimented Shifter, who then saw a creature heading towards one Echo Echo. "Triceratops!" she yelled, as her body turned into the dinosaur. She barreled into the monster, smashing it.

"Thanks. For. The. Save." Said Echo Echo; seeing no other creatures in their area, the Echo Echo's merged into one, while Shifter turned back into her normal form.

"No problem; hey, do you think you could tell me how you do your shapeshifting? It looks really cool."

Echo Echo scratched his head. "Um. Maybe. We. Can. Talk. About. This. After. We. Win?"

"Oh right, sorry, of course." Shifter was embarrassed. Here she was, trying to have a chat in the middle of a mission. It was a rookie thing to do. Then she saw her brother transform into a tidal wave. "Look out!"

"Don't. Worry. Shifter." Said Echo Echo, "I've. Got. This!" he slapped the Ultimatrix dial again.

"BIG CHILL!" the blue mothman flew into the air.

"Eagle!" shouted Shifter, and they both flew up above Downpour.

As they watched dozens of creatures get washed away, Big Chill said, "Maybe you should talk to your brother about where he turns into a tidal wave."

"He was only trying to help." Defended Shifter.

"And I appreciate that," replied Big Chill, "really, I do. But if he's gonna do that, just make sure there isn't anyone around that he doesn't want to drown." Big Chill then tapped his chin in thought. "I wonder what happens when he goes swimming."

Shifter grinned, or tried to; she was an eagle, and they don't have lips. "I've seen it; it isn't pretty."

…

Batman and Aquaman climbed to the top of the platform, still pursued by the magma-monsters.

"Can you make telepathic contact?" asked Batman.

"Do they look like fish to you?" demanded Aquaman.

"Don't despair, old chums." The two turned to see Wind Dragon flying next to them, borne aloft by a tornado underneath his feet. Gathering his power, Wind Dragon unleashed a massive gust of wind.

To keep them from being blown away, Big Chill turned into Humongosaur and used himself as a shield between himself and Shifter, while Long Shadow increased in size, catching Wonder Woman in his hand. Then, to everyone's surprise, the monsters didn't get blown away; instead, they were frozen solid.

When the wind subsided, the other Ultimen then gathered around their leader.

"I didn't know you could do that." Said Long Shadow.

"Neither did I." replied Wind Dragon.

…

After the monsters were removed, a news crew arrived, and the Ultimen took center-stage. The League members didn't exactly mind, since none of them really liked the attention, but they were annoyed by Wind Dragon's pompous speech about preserving the planet. Not that they disagreed with the subject matter, it was just that Wind Dragon sounded like a commercial, albeit a passionate one.

"He's certainly… earnest." Said Aquaman.

"I think the word is 'corny'." Muttered Superman.

Wonder Woman walked over to the Ultimen. "Our paths keep crossing and our goals are very much the same; isn't it time that you accepted our offer?" she was referring to the times that the League had offered membership to the Ultimen, but they'd been refused each time.

"All right!" Long Shadow was the only one who seemed to want to join, but Wind Dragon held up a hand to stop him.

"We're truly flattered, Wonder Woman; but we're simply not ready."

"I don't know," said Humongosaur, "you seem pretty ready to me." He saw both Long Shadow and Shifter smile a bit at that, but they made no other move to join them.

Wind Dragon smiled up at him as well, but said, "I appreciate the compliment, but why don't we ask you when we feel we've earned it? After all, we must earn things for ourselves first."

Humongosaur shrugged, then turned into Diamondhead; he wasn't going to push it if they didn't want to join. Long Shadow tried to speak to Wonder Woman, but kept stuttering, until he was pulled away by Juice. As Wonder Woman and Diamondhead walked into Ship, the alien noticed Shifter waving at him. He waved back, then Ship took off.

…

**Watchtower**

_I thought I was done getting trash-talked on national television, _Ben thought bitterly, as he and the other Leaguers from the platform mission watched the Ultimen's sponsor and CEO, Maxwell Lord, insult the League, calling them "aloof" and "loose cannons".

"I can't listen to any more of this." Superman said as he turned off the TV, "That guy's dripping more oil than that platform ever did."

"Yeah, I got enough bad press in my own universe, thank you very much." said Ben as he rested his chin on his palm.

"Ship ship." Commiserated Ship, who was sitting on the chair next to Ben.

"He has the gall to take cheap shots at us." Grumbled Aquaman.

"I know Maxwell Lord," said Batman, "and all he cares about is money."

"Well, it takes money to do what we do," argued Wonder Woman, "after all, not all of us are independently wealthy."

Batman wasn't convinced. "Lord's a walking ego who will do anything for a buck and some free publicity. If he's involved in this, it isn't about helping people."

"Well, I don't know about Lord," said Ben, "but the Ultimen seem all right, if a little annoying." He glanced up to see Batman, Superman, Aquaman and even Ship giving him weird looks. "What? They kind of remind me of myself when people found out my secret identity; a little full of themselves, but their hearts are in the right place."

"They do seem to be a nice bunch of kids." Added Wonder Woman, trying to put a little optimism into the conversation.

…

**Ultimen HQ**

The Ultimen sat around, surrounded by money and sample of their merchandise. Juice was watching TV, Wind Dragon was talking on his cell phone to his girlfriend of the week, the twins were playing poker, and Long Shadow was leaning against a wall, brooding.

"So last night," said Downpour, "_Inside Celebrity _did a whole segment on Wind Dragon, and Mr. Swelled Head here doesn't even mention the rest of us!"

Shifter looked at her cards and smiled, showing four aces, and winning the enormous pile of cash that was the pot.

"When do I get to be team leader?" demanded Downpour.

"When your teeth sparkle like mine." Said Wind Dragon, as he hung up his phone.

"What I want to know," complained Shifter, "is why I can't get a conversation with that alien guy!"

"Oh, is having a conversation all you want to do?" teased Juice.

"Yes!" cried a blushing Shifter, "I never get to talk to other shapeshifters! I want to know how he does it!"

"We all know how he does it, sis," said Downpour, "he hits that button on his chest and bam! He's a different alien."

"But I want to know how that works!"

"Kids, kids!" the Ultimen turned to see Maxwell Lord enter the room, "Why would you want to be associated with those has-beens? Your faces are on the walls of every twelve-year-old in America!"

"Well, I don't know about the rest of you," said Downpour, "but I'm sick of being a teen idol; there's more to me than just a pretty face!" He glared at his now-snickering sister.

"Did I forget to give you the royalty check for the new water-spouting Downpour action figure?" Lord handed the hero a piece of paper. Downpour's eyes widened at all the zeros. "And that's just domestic."

Long Shadow finally stopped brooding and said, "What I want to know is…"

"Why can't we join the Justice League?" finished Wind Dragon, Downpour and Juice. Long Shadow had been asking that question for weeks now.

"Hey, it's all right," said Wind Dragon, "I used to think like that."

"Used to?" echoed Long Shadow, "What changed?"

"I don't know," said Wind Dragon, shrugging, "Guess I just started wanting stuff."

The Ultimen heard a ringing, which was coming from Lord's cell phone. He picked it up, glanced at the caller ID, and immediately marched out the door. The Ultimen looked at each other for a moment, then shrugged; Lord had calls like that on occasion.

In the next room, Lord was arguing on the phone. "Yes, but… just because Wind Dragon has a new power we… yes, I know, but… but…" he sighed, "I'll check it out, ma'am; I'll have them all checked out."

…

**Supervillain SuperMax Prison**

There was no rest in the life of a superhero, as Wonder Woman and Heatblast knew as they worked to stop a prison breakout. Giganta, a size-changing woman, was attempting to free her boyfriend, Gorilla Grodd. Heatblast sent a wave of fire into her face, distracting the giantess long enough for Wonder Woman to send her flying into an evacuated part of the prison.

"Come on, Giganta," said Wonder Woman, "how long are you going to be Grodd's errand-girl?"

"As long as he needs me." Replied Giganta.

"I took you apart before," warned Wonder Woman, "why go through it again?"

"She's a glutton for punishment?" offered Heatblast.

"Nope," said a suddenly smiling Giganta, "this time, I've got help."

Both heroes looked to the side as a red-and-blue blur slammed into them. "Bizarro here to save the day!" sang Bizarro.

Heatblast turned into Echo Echo, made several dozen copies of himself and unleashed a massive wave of sound. Bizarro shook it off, and approached the fallen Amazon, preparing to finish her off.

"Don't. Ignore. Me!" said Echo Echo, as the copies merged into one. "Time. To. Go. Ultimate!" He twisted the Ultimatrix dial and slapped it. The four spikes popped out, and Echo Echo changed; his body was about Ben's height now, was a dark blue and more robotic in appearance. Strange disks were attached to various points on his body, and he had no feet. Instead, he hovered a few inches over the ground.

"ULTIMATE ECHO ECHO!" he shouted. His voice was more robotic as well. He detached a disk from his shoulder and threw it at Bizarro. It hovered there for a moment, then released a sonic attack so powerful that it drove the twisted clone to his knees.

"I guess you heard me that time?" asked Ultimate Echo Echo smugly.

"That's a new one," commented Wonder Woman, who'd come to, "can you take Giganta? I've got this."

Ultimate Echo Echo nodded as his disk returned to his shoulder. He flew over to the size-changer in question and bombarded her with sonic waves. She yelled in pain and flailed around, eventually knocking him away; Ultimate Echo Echo corrected himself and sped back towards his opponent, who was headed for the area where Grodd was being kept. However, Giganta stopped when she spotted Long Shadow standing in front of her.

"Out of the way, tiny," sneered Giganta.

Instead of replying, Long Shadow focused his powers and grew in size; in a moment, he was towering over even Giganta.

"You were saying?" he said.

"Oh, poop." Said Giganta, just as Long Shadow punched her in the face.

Ultimate Echo Echo flew over to Long Shadow's head. "Nice work, dude," he complimented, "mind if I finish this up?"

Long Shadow smiled. "Be my guest."

Ultimate Echo Echo deployed all of his disks, which flew around Giganta's head and began replicating; soon, her head was surrounded by the disks.

"What is this?" demanded the dazed giantess.

"This is Sonic…" Ultimate Echo Echo seemed to take a deep breath, "… Doom!" with that last word, the disks unleashed a truly impressive sonic attack that, had Giganta not been so resilient, would have shattered a mountain. As it was, the size-changer was knocked out.

"That was pretty cool." Said Long Shadow.

"Thanks." Replied Ultimate Echo Echo as his disks returned to their normal number and reattached to him. He looked down at Wonder Woman's fight. "Come on, we should help out."

"Does Wonder Woman need it?" asked Long Shadow, even as he followed the alien.

"Probably not," admitted Ultimate Echo Echo, "but would you really pass up an opportunity to smack down a bad guy?"

"Point taken."

…

Bizarro reeled back as Wonder Woman punched him in the face. He shook his head to clear it as the Amazon Princess approached him.

"Can't you see that Giganta is just using you?" she asked.

Angered, Bizarro slammed her into the side of one of the buildings. She fell to the ground, trying to shake off her dazed state as Bizarro approached her.

"Me do anything for woman I love!" he declared as he raised his fists, "Even break her boyfriend out of jail!"

"And what's going to happen to you then?" Wonder Woman asked.

Bizarro lowered his fists, thinking about it. Sadly for him, he was distracted long enough for Wonder Woman to recover and deliver an uppercut that sent Bizarro flying. Ultimate Echo Echo blasted him with a twin sonic wave, and then Long Shadow smashed him into the ground, knocking him out. The size-changing hero walked over to the others.

"Good job." Complimented Wonder Woman as she placed a hand on both of their shoulders. Long Shadow smiled; Ultimate Echo Echo would have, but his mouth didn't move, so he settled for nodding.

…

Later, after helping the prison guards restore order, and after Ultimate Echo Echo became Chromastone, the three heroes stood on a hill overlooking the prison. Long Shadow was explaining his origins to them.

"Believe it or not, when I was born I was small and sickly. Luckily, my parents were scientists; they were experimenting with growth hormones. I guess the experiments were a success." He gave a small laugh.

"I'm just glad they didn't try it out on a monkey first," commented Chromastone, "or we'd have King Kong running around."

The other two heroes smiled at the joke, then Wonder Woman turned to Long Shadow. "Where are your parents now?"

Long Shadow looked down, his expression turning sad. "Mom… passed away. Dad's retired." Changing the subject, he asked, "Do you two really believe that I could make it in the League?"

"Dude, you kicked the butts of two heavy-hitting supervillains," said Chromastone, "I think you're more than ready."

"So do I." said Wonder Woman.

Long Shadow looked down, uncertain. "But I guess… I guess I owe it to the Ultimen to…" Before he could finish his sentence, his cell phone rang, and he picked it up. "Yeah?" he listened to whoever was on the other line for a moment. "Okay, right away." He turned to the others. "I've got to go."

Both Leaguers nodded. Long Shadow went back towards the Ultimen HQ, while Wonder Woman and Chromastone were teleported back to the Watchtower.

…

**Unknown Location**

After Long Shadow arrived at the HQ, he and the other Ultimen were taken to a building nearby and immediately placed in a medical ward. They weren't told what the place was, or why they were really there, only that it was important for them to be there. The five had been lying in medical beds for several hours, and were getting very bored.

"How long are they gonna keep us here?" asked Shifter.

"What's the hurry, sis?" asked Downpour, "Gotta get home to wax your mustache?" Juice laughed, while Shifter fumed.

"Well I, for one, have a date." Said Wind Dragon. That didn't surprise the other Ultimen; Wind Dragon hadn't been single for longer than three days. Young women practically worshipped him.

Unbeknownst to them, the Ultimen were being observed by Maxwell Lord and Professor Hamilton.

"It's worse than we thought," said Hamilton as he led Lord to a computer; it showed scans of the Ultimens' bodies, though Lord had no idea what it all meant, "the Ultimen's genetic code is breaking down. Wind Dragon in particular is showing rapid signs of degradation, but their all in the early stages of failure."

"How long?" asked Lord sadly.

"A few months, or a few days," answered a somber Hamilton, "and the process will be painful. We should do everything we can to help them."

"That's not our priority." The two men turned to see a woman walk through the door; she was a stout, African-American with a grim demeanor. She didn't look like much, but she was one of the most dangerous people on the planet.

"But Mrs. Waller," argued Lord, "I really think that we…"

"Since when did your opinion count, Lord?" Waller interrupted; then she turned to Hamilton. "How fast can you get the second team up and running?"

Back with the Ultimen, Long Shadow started to focus; one ability that he'd never told anyone about was that he had superhuman senses. It wasn't on the same level as Superman, but he could hear through solid objects without difficulty. He started to hear voices, and the voices were saying things that he didn't like.

A door opened, and Maxwell Lord stepped into the room. "Great news, troops," he said bombastically, "Dragon's new power is nothing to be concerned about, but just to be safe, Professor Hamilton wants to keep you overnight for observation."

The Ultimen groaned and began to protest, but Long Shadow held up a hand to quiet them. "No problem, Max; we'll be happy to stay."

The other Ultimen were surprised, but after a look from their teammate, they didn't argue.

…

A few hours later, the Ultimen were in an assigned room, watching a movie; they weren't really paying attention to the film rather, they were waiting for Long Shadow to give the signal. Finally, he nodded at Juice, who sent a small amount of electricity across the floor, up the wall and finally, into a security camera, which exploded. Now free from observation, Shifter turned into a gorilla and broke down the door.

As the Ultimen raced down the hallway, two guards tried to stop them, but were blown away by Wind Dragon, and the Ultimen continued on their way.

"What exactly are we looking for?" asked Shifter as they ran.

"We'll know it when we find it." Replied Long Shadow.

Eventually, after searching several rooms, they entered what looked like a lab, filled with cages. Shifter approached one, and almost had her head bitten off by a giant mutant dog.

"Ah!" shouted Shifter, "What is that?"

"Over there." Wind Dragon pointed to the back of the room.

Floating in five liquid-filled tubes, were the Ultimen. Obviously, they were clones. The Ultimen outside the tubes were beyond shocked; they were devastated to discover that they'd been violated like that. Shifter wept into her brother's chest, while Downpour held her tight.

…

A few hours later, Hamilton and Lord were examining the clones for sign of tampering, while guards ran around, searching for the Ultimen.

"The clones are unharmed." Announced Hamilton, as Mrs. Waller entered the room.

"Security can't find a trace of our Ultimen," she said as she walked up to Lord, "But I want you to find them, Mr. Lord, and bring them back."

Lord shook his head. "They're not going to trust me, or anyone else, not after…"

"Bring them back," snapped Waller, "or I'm calling in the squad to put them down." She turned her attention to Hamilton. "I want this laboratory dismantled and relocated; no loose ends." She then stormed out of the room.

…

Maxwell Lord walked to his car, thoroughly disgusted with himself; he hated what his greed had gotten him into. Now, he was going to have to bring in people that he was genuinely fond of to be executed. He didn't notice the breeze flowing past him until it turned into a powerful gust of wind, knocking his papers out of his hand and then casting him into the sky. The wind brought him to the top of a building, where he was surrounded by the Ultimen. None of them looked happy.

"You lied to us, Max." said Wind Dragon.

"I was only trying to protect you from people who don't have your best interests at heart, and I won't rest until I…" it was a lie; Lord had spent so many years lying that he did it out of reflex now.

"Spare us the performance!" shouted Wind Dragon. He nodded at the twins.

"Water!" shouted Downpour.

"Lion!" yelled Shifter.

Downpour wrapped Lord in a bubble of water; while Lord was trying to hold his breath, Shifter circled him like he was prey.

"What's it going to be, Max?" she asked, "Drowning on a rooftop, or eaten by a lion?"

Lord made a surrendering gesture, and Downpour released him. After taking in a lungful of air, he started to talk.

"You're… artificial life-forms; grown in a test tube. You were designed to be the ultimate superheroes."

"That's a lie!" shouted Long Shadow, "I remember my parents, how much they loved me! I was with my mother when she died, I…"

"Implanted memories." Interrupted Wind Dragon softly. Lord nodded in confirmation.

"But I spent Thanksgiving with my father last week." Said Long Shadow.

"Actors?" asked Wind Dragon. Lord nodded again. "How long have we…?"

Lord sighed. "You're… just a little over a year old." The Ultimen recoiled in shock as he continued. "One of the purposes of the Cadmus Project was to create a popular group of superheroes who were completely loyal to the government; unlike those loose cannons in the Justice League."

"And the clones?" demanded Downpour.

"Replacements for when you… wear out." Admitted Lord. "Once they're complete, the clones will think they're you; they'll be you, and no one will be the wiser."

"How could you do this to us!?" asked an outraged Juice.

Lord laughed bitterly. "Me? This is so big, even my superiors are small fish." He paled when the Ultimen moved closer. "But I was just…"

"Following orders?" finished Wind Dragon.

Juice surrounded Lord in a cage of electricity and was about to kill him, when Long Shadow stopped him.

"No," he said, "he's nothing; we want the big fish."

Wind Dragon spread his arms, and a massive tornado lifted them away, leaving Lord to struggle with his guilt.

…

The Ultimen arrived at the lab with the clones, smashing their way through walls and anything else that got in their way. However, the lab was empty, and the clones were gone; not even dust remained.

"They're gone!" cursed Wind Dragon.

"And we're dead." Added Downpour.

"They're here somewhere; they've got to be. Take this place apart!" No one seemed to question Dragon's faulty logic; instead, they resumed smashing through walls. That is, save for Long Shadow.

"Wait!" he shouted, "There are other offices in this building; innocent people could get hurt!"

But no one heard him; they were already gone.

…

On the upper stories of the building, employees were hard at work when four angry metahumans stormed through, smashing anything in their way. The citizens had nowhere to go, until a giant fist smashed through the wall and opened into a rescuing hand.

"I'm here to help." Announced a now-giant Long Shadow.

The people quickly got into his hand; not everyone could fit, so Long Shadow put some of them on his shoulder or in his long hair. As he began climbing down the building, they clung to him for dear life, but some of them began to slip off.

"Need a hand?" Long Shadow turned his head towards the speaker, who turned out to be Wonder Woman, followed by Superman and Ship, who had Fourarms, Batman and Aquaman inside of him. After helping anyone in immediate danger, the heroes told Ship to help anyone else who needed it, while the Leaguers and Long Shadow rushed into the building.

Inside, the Ultimen were close to despair; they hadn't found the clones, and they were running out of time. Shifter sat down against a wall.

"What's the point of this?" she asked the others, "We'll never find Cadmus or a cure; it's hopeless."

"Then what?" demanded Wind Dragon. "We just die and let them replace us? No one knows that we were here, that we mattered!?" at this point, Dragon was practically screaming. Tears fell down Shifter's face.

"I say we bring the whole place down," said Downpour, "right on top of us." Juice nodded in agreement.

"Don't give up hope yet, Downpour." The Ultimen turned to see Long Shadow and the League. "We've got friends in high places."

Shifter shook her head derisively. "You idiot; do you really think that they can help us?"

Wonder Woman stepped forward. "Whatever's going on, we'll do everything in our power to…"

"Yes, power; that's what it always comes down to, doesn't it?" Interrupted Wind Dragon, as he walked up to her. "That's the only way we'll be remembered." Wonder Woman braced herself as Wind Dragon released his power; he turned to the other Ultimen. "If we're the ones who take down the Justice League, the world will never forget us!"

The other Ultimen smiled and took fighting stances.

"Listen to yourself, you're not making sense!" said Batman, "You're getting worse by the minute!"

Wind Dragon smiled. "Translation: they're afraid to face us."

"No! Stop this!" Long Shadow interposed himself between his team and the League.

Wind Dragon shook his head. "As a man said, you're either with us or against us."

Long Shadow looked back at the League for a moment, but before he could act, Juice struck him with a bolt of lightning. With a shout of pain, the size-changer slumped to the ground, out cold.

Downpour turned into a wave of water and tackled Aquaman, while Juice went after Batman. Wind Dragon collided with Superman, sending them both crashing through several offices. Shifter, now a rhino, slammed into Fourarms, knocking him into an empty room.

…

Juice had pursued Batman into the boiler room, but couldn't find the Dark Knight in the dimly-lit area. Every time he thought he had a shot, Batman would dodge the attack. He chased after Batman's shadow, until he was near some pipes.

"Where did he go?" Juice wondered aloud.

He got his answer as Batman jumped from above, knocking Juice to the ground, then throwing him against the pipes with enough force to break them. The water covered his body, then shorted him out. He was instantly, and painfully, knocked out. Batman narrowed his eyes at the unconscious metahuman.

"Lights out, old chum."

…

Groggily, Fourarms stood up, rubbing his sore head. Shifter approached him, transforming back into her humanoid form. "Now we'll see who's the better shapeshifter."

"I don't want to do this, Shifter." Said Fourarms, "I don't want to hurt you."

Shifter laughed. "What makes you think you can? I can't believe that I actually looked up to you, you pathetic freak!"

All four of Fourarms eyes narrowed. "Okay, you know what? You're sick, so I'm only going to leave you with a minor concussion." He slapped the Ultimatrix dial. Shifter covered her eyes from the green light. In Fourarms' place was a large, orange crab with a very large head; he had six small legs and two thin pincers for hands.

"BRAINSTORM!" yelled the alien in a British accent, who looked down at the Ultimatrix dial on his abdomen. "Confounded Ultimatrix! I desired to be transformed into Rath! Oh, very well, I suppose that I shall have to make do."

Shifter laughed again as she turned into a tiger. "What, you think you can beat me because your head is bigger?"

Brainstorm shook his oversized cranium. "No, my dear Shifter, I believe that I will defeat you because my _brain _is bigger!"

With that, the plates on the top of his head opened, exposing his brain. Bolts of electricity sprang forth and hit his adversary. Shifter screamed and fell to the floor, seemingly attempting to turn into several different forms at once before turning back into her humanoid form. She struggled to her feet.

"Intriguing," said Brainstorm, "it would appear that with enough electrical impulses sent into your nervous system, it overloads your ability to alter forms." Brainstorm looked smug. "This altercation is over, my dear."

"I won't quit." Shifter panted heavily. "I WON'T BE FORGOTTEN!" She turned into a T-Rex and charged at Brainstorm, who sighed and hit her with a massive bolt of electricity. She fell to the ground, unconscious.

"Let the record show that I attempted a peaceful resolution to this confrontation." He said to no one in particular. He transformed into Humongosaur, picked up Shifter, and went to find the others.

He found Aquaman in the next room, getting knocked over by a blast of water from Downpour.

"You want a hand?" Humongosaur asked as he gently placed Shifter on the ground.

Aquaman shook his head. "Just getting a feel for the kid's power; nothing I can't handle."

Downpour saw the fallen form of his sister, then glared daggers at Humongosaur. "No one does that to my sister! Do you hear me? Nobody!" he sent forth a huge stream of high-pressure water at the alien, but Aquaman jumped in front of the shot. Downpour smirked, thinking he'd gotten at least one of them, but saw that Aquaman was unharmed.

"King of the Seas, remember?" said Aquaman with a raised brow.

Yelling, Downpour tried to punch Aquaman; it didn't even make him flinch. The King of Atlantis knocked Downpour out with a single blow, then slung him over his shoulder.

"Come on," he said to Humongosaur, "let's find the others."

…

The two met up with Batman, who was dragging Juice, and Wonder Woman, who'd stayed behind to look after Long Shadow, who was now up and about. They found Wind Dragon fighting Superman, the latter of whom was simply standing there. Wind Dragon's power wasn't even fazing him.

"You don't have to do this!" said Superman, trying to reason with the youth.

"It's all I know!" shouted Wind Dragon desperately, "It's what I was created for!"

"You're confused, Dragon; the genetic degeneration…"

"No more words!" screamed Wind Dragon, "No more!" he finally summoned up enough power to knock Superman onto his back, but before he could do any more, Long Shadow jumped in front of him.

"Look at what you're doing! Look!"

Wind Dragon looked around, seeing all of the devastation he'd caused.

"Is this what you want to be remembered for?" asked Long Shadow, "He was your hero."

Tears leaked from Dragon's eyes as he fell to his knees. "He was my hero," he sobbed, "and a hero is all I ever wanted to be."

…

The defeated Ultimen were being watched by the League until the authorities could come pick them up; until then, the Leaguers were trying to see if there was some way to help them.

"Maybe Dr. Fate or the Atom could find a cure." Offered Superman.

Then Humongosaur had an idea; he wasn't completely sure that it would work, but…

"Guys, I'm gonna try something." The others watched as he stomped over to the Ultimen. "Hey, Long Shadow, could you come here for a sec?"

Long Shadow didn't know what the alien had planned, but he did as he was asked, while the other Ultimen looked at him warily.

"Ultimatrix," Humongosaur said, "scan closest sentient life-forms."

"Scanning." Said a mechanical version of Ben's voice. A green light from the Ultimatrix dial swept over the Ultimen. "Life-forms suffering from genetic degradation; do you wish to restore?"

The eyes of everyone present widened; was the Ultimatrix capable of curing them?

"Ultimatrix, begin restoration." Another green light passed over them. When it faded, the voice came again. "Life-forms restored; genetic degradation removed."

Humongosaur swayed, until Superman and Wonder Woman moved to support him.

"Are you okay?" asked Wonder Woman.

"Yeah, I'm fine; doing that takes a lot out of me, but I'll be all right in a minute." He turned to the Ultimen, who were starting to stand up. "How about you guys? Not feeling like homicidal maniacs anymore?"

Wind Dragon nodded. "I feel like a fog is lifting from my mind. I think… I think you did it."

The Ultimen had tears in their eyes; they weren't going to die! Shifter walked up to him and gave him a hug; or, she tried to, since she was hugging a twenty-foot dinosaur.

"Thank you so much." she said, "I might be going to prison, but at least I'll live to see the trial."

"Uh, you're welcome?" this might have been the first time that Humongosaur had met someone that was actually looking forward to jail time.

…

Later, as four of the Ultimen were being led away by the police, Superman and Wonder Woman were being told everything that Long Shadow knew.

"Project Cadmus?" asked Superman. "That's all you know?"

"Everything else is an implanted memory." Said Long Shadow sadly.

"At least now, you have plenty of time to get some real ones." Said Wonder Woman. Long Shadow smiled at her, hope in his eyes.

"Uh, guys?" said Humongosaur, pointing, "We've got company."

Several army trucks rolled up, with dozens of soldiers carrying large guns hopping out. Everyone, the League, the press, the police and the Ultimen looked at them in confusion.

"We'll take it from here." Said Mrs. Waller as she got out of a truck, followed closely by Maxwell Lord, "The Ultimen belong to us."

"Belong?" repeated Wonder Woman furiously.

"A poor choice of words," said Lord, "we'll see to it that their last days are comfortable." He turned to the Ultimen. "We will take care of you; you have my word, for whatever it's worth."

The four Ultimen looked at each other; they were going to live, but they had nowhere else to go, and if they started a fight, innocent people might get hurt.

"All right, Max." said Wind Dragon. The soldiers guided them into a truck, while Waller smirked.

Several more soldiers moved to take Long Shadow, but Wonder Woman moved between them.

"No." was all she said.

"You need to step back." said Waller as she walked forward; Batman moved in front of her.

"Not going to happen." He said darkly, "Long Shadow's with us."

Waller didn't even blink. "Safeties off."

A dozen soldiers leveled their weapons at Wonder Woman and Long Shadow. In response, Superman, Aquaman and Humongosaur stepped forward, blocking the shots; Humongosaur snarled, while Batman leaned in close to Waller's face.

"Mine are bigger than yours." The barest smile was on Batman's face. The two locked eyes for a moment.

"… Stand down." Ordered Waller. The soldiers obeyed, as Waller took a step back, an evil smile on her face. "He's free to go with you, for however long he's got."

_That should be about eighty years, lady, _thought a smug Humongosaur.

"Who are you people?" demanded Batman.

"That's a national security matter, and if I were you, I wouldn't probe the situation too closely…" she leaned in close and whispered, "rich boy."

Batman's eyes went wide; she _knew_. Waller got back into her car, and they drove off.

"This isn't over, is it?" asked Humongosaur.

"I have a feeling that it's only beginning." Answered Superman.

…

**Watchtower**

Superman, Batman, Wonder Woman, Aquaman and Humongosaur, who had Ship sitting on his shoulder, were teleported onto the Watchtower, followed by Long Shadow. The young man looked around at the impressive installation. The five heroes turned to their newest member.

"Welcome to the Justice League." Said Wonder Woman.

Humongosaur smiled at Long Shadow; he was like a kid at Christmas. He watched Wonder Woman and Superman take the new guy on a tour, while Batman went over to the monitors.

"The deep-space mission is over; they'll be here in a few minutes."

Humongosaur nodded and slapped the Ultimatrix dial, turning back into Ben. "Okay, Bats; see you tomorrow." He headed to the Javelin bay, while Ship left to go to sleep in Ben's quarters.

Ben arrived just in time to see Supergirl walk down the ramp of a Javelin. Her face brightened up when she saw him, and she rushed forward to wrap him in a hug.

"Kara!" he wheezed, "Air!"

"Sorry!"

…

**San Francisco**

Ben had returned home after telling Kara what had happened with the Ultimen. She had been shocked, and told her boyfriend to go home and get some rest. However, Ben found sleep elusive; he kept thinking about the Ultimen. They didn't deserve whatever Cadmus was going to do to them, but he had no way to help them.

Then Ben got an idea. He rushed to his bedroom, where he kept a violet crystal hidden in a drawer. He picked it up and whispered into it.

"Hey, Grandma? I need a favor…"

After an hour explaining what had happened, he put the crystal away and tried to get to sleep, but his phone rang and he answered it.

"Hello?"

"_Hey Ben, how are you?"_

"Kara?" why was she calling at this time of night? "I'm fine; what's up?"

"_Can't a girl call her boyfriend just to say hi?"_ said Kara jokingly, _"But seriously, you seemed kind of down after what happened with the Ultimen."_

Ben sighed. "I don't like fighting other heroes, Kara. And despite being created in a lab, the Ultimen were heroes. They didn't deserve to be hauled off like that, having who-knows-what done to them. I just feel like I should have done more."

"_Ben, it's okay," _said Kara soothingly, _"you did everything you could, and that's all anyone asks of us. Besides, you cured them, right? That means that they have a fighting chance."_

Ben smiled, even though his girlfriend couldn't see it. "Yeah, I guess. Thanks, Kara; I needed that." Then he yawned.

Kara giggled. _"Needed something to help you get to sleep, huh? Well, good-night, Ben."_

"Good-night, Kara; see you tomorrow." As Ben hung up, he finally drifted off to sleep.

…

**Unknown Location**

The Ultimen had been sitting together in a Cadmus cell for hours, convinced that while they weren't going to die of genetic degradation, they were going to die in other painful ways.

"What do you think they'll do to us?" asked a worried Shifter.

"I don't know," said Downpour, "but I'm betting that we won't like it."

"I agree." Said Wind Dragon. Juice only nodded in agreement.

"Well, I'm glad that you all agree that staying here is a bad idea." The Ultimen turned to see a purple being with violet hair floating in front of the cell. "If you don't want to be sliced open like frogs in a high school class, maybe you should come with me."

"Who are you?" asked Wind Dragon.

"My name is Verdona, dear, and I'll be getting you somewhere safe now." Verdona snapped her fingers, and suddenly the five of them were standing outside of a city. "There we go. No one will find you in another universe."

The Ultimen stared; going to another universe was about as far away as you could get.

"Why are you helping us?" asked Downpour.

"Well that's simple, dear," replied Verdona, "my grandson asked me to help you, and I love my grandson very much."

"Who's your grandson?" wondered Shifter.

Verdona's eyes narrowed slightly, and Shifter moved behind Juice. "My grandson is the shapeshifting hero whom you tried to kill tonight." Her eyes narrowed further. "Be thankful that my grandson is so forgiving; otherwise, I'd turn you into a newt, and you wouldn't be able to turn back."

Shifter gulped.

The Ultimen turned when they heard the sound of a car pulling up behind them; it was a green sports car with black highlights. A brown-haired, unassuming teenager with a green hoodie stepped out from the passenger side, and a tall, blonde man got out of the driver's side. Verdona waved at them, and they waved back.

"I leave the rest up to you, dears." With a flash of violet light, Verdona vanished.

The men walked up to the metahumans. The brunette held out his hand to Wind Dragon.

"Hi," the kid said as he shook Wind Dragon's hand, "I'm Jimmy Jones, and this is Cooper. Welcome to Bellwood."

**Dun dun duuuuuunnn! The Ultimen live! And they're in Bellwood! And don't worry, this isn't the last time that we see the Ultimen; they will be seen again. I wanted to give Verdona a little more stuff to do, just like Ship; both will be making more appearances.**

**Not a lot of romance in this chapter, but hey, Kara wasn't in the episode to begin with, and I wanted a reason for why there were only a few heroes available: it's because they were in space! Ha ha!**

**Next time, Ben and the League go up against their greatest enemy yet (not counting Amazo)! And more plot for you!**

**To infinity… and muffins!**


	14. Chapter 11

**BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. SADLY, NEITHER MAN OF ACTION NOR DC COMICS WILL GIVE ME THE RIGHTS TO THEIR SHOWS; SOMETHING ABOUT ME NOT HAVING ANY EXPERIENCE RUNNING A COMPANY, OR SOME SUCH NONSENSE.**

**Okay, just a heads-up; the episode that I am basing this chapter off of is 32 flavors of AWESOME! I get pumped just watching it, and it continues to be one of my favorite episodes, just for its awesome factor. Also, it adds a new antagonist to the conspiracy, so that's fun.**

Ben 10: Unlimited

Chapter 11

Dark Heart

**Watchtower**

"Do you think it will work?" asked Wonder Woman.

"The Galvan are the smartest people in my universe," replied Grey Matter, "of course it will work!"

The two Leaguers were in the science wing of the Watchtower; Wonder Woman was watching Grey Matter work on a device that he planned to install into the Ultimatrix. When he finished, all the Amazon Princess saw was a silver bead.

"That's it?"

Grey Matter snorted. "As you should know by looking at me, size doesn't matter; once placed into the Ultimatrix, this device will allow me to communicate with the League no matter what form I turn into."

The issue of Ben's aliens lacking any long-range communication had been brought up in several meetings; in past missions, especially ones where Ben was in command, orders had to be relayed through other Leaguers. Today, Ben had decided to do something about that.

"Would you hand me that pen and paper, Diana?" asked Grey Matter, holding out a small hand.

As she did so, Ship entered the room. "Ship ship?" he inquired.

"In a moment, Ship, I'm almost done." Grey Matter sketched out a diagram for his human self to follow, making sure to label the directions in a way that a non-genius could follow. He then slapped the Ultimatrix dial and turned back into Ben.

"Okay," he said, "let's see if this works." Following the directions he'd left himself, he placed the silver bead onto the bottom of the Ultimatrix; with a buzzing sound, the device actually went into the gauntlet.

"Did it work?" asked Wonder Woman.

"Only one way to find out." Replied Ben; he held the Ultimatrix close to his mouth and spoke into it. "Ben to Supergirl; are you there?"

"_Yeah Ben, I'm here," _came Supergirl's voice from the Ultimatrix, _"what's up?"_

"Just testing a new feature of the Ultimatrix; now I should be able to communicate to other Leaguers, even if I'm an alien."

"_Sweet!"_

"Yep; hey, Ship needs something, I'll see you in a sec." Ben turned to Ship. "Okay, buddy, what's the matter?"

"Ship ship ship!" Ben's eyes went wide, while Wonder Woman, who still couldn't understand what the little alien was saying, raised an eyebrow.

"What did he say?"

Ben looked at her. "Ship says that he detected an alien presence landing on Earth."

Now it was Wonder Woman's eyes that widened. "Is he sure?"

"Ship's never been wrong before."

"All Justice League members and associates, report to the Javelin bay for deployment," came J'onn's voice over the PA, "we have an omega-level threat; this is not a drill."

As Ben, Wonder Woman and Ship rushed to the Javelin bay, Ben said, "See what I mean?"

…

**Nevada**

"_Containment has failed and we are taking heavy losses,"_ came the voice of a US army commander over the radio, _"requesting emergency support; I repeat, we cannot contain them!"_

"Sounds like the commander could use a little reassurance." Said Superman, as he flew towards the conflict.

"Let's hope we can give it to him." Said Batman from the Batwing.

"We'll give it to him all right, and then some." said Wonder Woman, piloting a Javelin with a dozen other heroes in the back, "Strength in numbers and all that."

Next to her Javelin was Ship, piloted by Ben, who had another team of heroes inside; outside the vessels was every other hero in the League.

"Ah, alien invasions," said Ben, nostalgia in his voice, "finally, something I'm used to!"

Long Shadow, sitting in the copilot's seat, looked at him funny. "You're used to this?"

The League had welcomed Long Shadow with open arms, and although he'd only been a member for a few weeks, he was already trusted and liked by most of the more veteran Leaguers. The fact that he had the trust of many of the founding members certainly didn't hurt.

Ben shrugged. "I stopped my first alien invasion when I was ten; after a few years, it got to the point when I was doing that every other month." The other heroes inside of Ship laughed a little.

Zatanna, who was sitting behind them, shook her head in amusement. "I still can't believe that you've been a superhero since you were that young."

Further conversation ended when they reached the mesa that the aliens had landed on. The Javelin and Ship touched down, and the Leaguers rushed out; Ben activated the Ultimatrix and turned into Diamondhead. When they got outside, the heroes got their first look at the invaders; they appeared to be bulbous mechanical spiders. They were silver, red-eyed things with four, pointed legs. They were only about a foot long and tall, so it would be difficult for the heroes who specialized in hand-to-hand combat to fight them.

The main vessel, a massive, blob-like thing, sat at the top of the mesa, spilling forth hundreds of spiders. It seemed almost organic in nature, and yet Diamondhead could see parts of it that looked like a factory as well.

"It's growing bigger," noted Batman, still in the air, "and it's somehow devouring everything around it, then converting it into mass."

"And those spider-like things?" asked Diamondhead.

"The same," answered Batman, "and once they're done with the debris from the army's attempt to beat them back, they're going to spread out to the three nearby towns."

Diamondhead sadly noted the wreckage of several helicopters, as well as the bodies of several fallen soldiers. If only they'd gotten there sooner… he shook off the thought; it wouldn't do anyone any good if he started saying "if only". He'd feel bad after they'd saved the Earth.

"_Diana," _came J'onn's voice in Wonder Woman's ear, _"I have the communications feed from the general on the ground, and I'm patching you through."_

"This is Wonder Woman." Said the Amazon into her comm-piece, "Go ahead, General."

"_This is General Eiling, USAF."_ Came an authoritative voice, _"We're in the process of evacuating three towns in the immediate vicinity; we need those… things locked down."_

"Then the first task is containment." Decided Wonder Woman.

"I've got something onboard that might buy us some time." The Batwing flew over the main vessel and dropped a large bomb. Instead of an explosion, a thick layer of ice creeped across the blob, keeping most of it locked up.

"Batman?" asked Wonder Woman, "What was that?

"Thermionic gas," explained Batman, "cooled to a few degrees of absolute zero."

"Um, why would you have something like that on your plane?" asked Diamondhead.

"I needed to freeze the Gotham River once; long story."

When the main vessel froze, the spiders had turned to look at it; after a moment of staring, they turned as one and resumed their march towards the towns. The only thing standing in their way was the Justice League.

"Move in!" shouted Superman from the sky. The heroes charged; energy blasts, missiles, magic, even bare fists were used.

The flying heroes went to the side of the mesa, blasting or smashing the spiders on the wall, to try to cut off reinforcements to the ones already on the ground.

As Diamondhead turned his arm into as large blade and sliced a spider in half, he noted that they were actually pretty weak; the only problem was that there were hundreds, maybe thousands more to go.

Alongside him, other ground-based heroes held off swarms of spiders; in order to give his ranged comrades, like Green Arrow, an advantage, Diamondhead made a ramp of diamond emerge from the ground, to give them the high ground.

At first, the battle on the ground looked like a stalemate, until Superman and Supergirl arrived and added some heat-vision-based support. Then the robots began to be pushed back. Supergirl landed next to Diamondhead.

"Did you miss me?" she asked impishly, even as she vaporized a score of robots.

Diamondhead smiled. "I always miss you when you're gone." Then he fired shards of diamond from his hands to impale a dozen more spiders.

Further flirting was interrupted when Wonder Woman approached, kicking a spider into the air before saying, "Good job; surround them and close in."

"Hold on a second." Said Superman, as he used his x-ray vision to look underneath the main ship. To his shock, he saw tunnels leading through the mesa and leading straight to… "They're right under us!"

His words came too late, though, as hundreds of spiders jumped out from the ground. The heroes were surprised, but they'd spent months building up their teamwork, and looked out for each other. The ambush was thwarted, but not before the Javelin was covered in spiders and dragged underground. Diamondhead looked up at Ship, who'd been hovering over them, firing his weapons.

"Ship!" he yelled, "We can handle things on the ground; go to the air team and provide support!"

"SHIP!" the alien left to obey his friend's orders. It turned out that he didn't have to go far, because the air team had fallen back to aid the ground team. As one group, the League's power was devastating, especially against groups of weak enemies like the spiders. Long Shadow and Atom Smasher, both having grown hundreds of feet, were especially effective, able to crush a hundred robots with a single step or punch.

However, it still wasn't enough to stop the silver tide.

"_Wonder Woman, can you hear me?" _came the voice of General Eiling in Diana's ear, _"I'm in the town of Goldhanger, two klicks from you; we're not going to get everyone out in time."_

"_You won't have to, General." _Said the Martian, high above inside the Watchtower, _"The Watchtower is now in stationary orbit over the sight; I am clearing the binary-fusion generator for firing."_

"_The what?"_

"_It converts our station's entire energy output into a single shot; it's a gun with the punch of a small nuclear weapon, General."_

"_You can't be serious!" _Eiling was more than a little shocked; the League was going to use a weapon of mass destruction over American soil?

"_We're very serious." _Was the Martian's reply. _"Now pull your men back. We can't hit the aliens directly, because it could scatter them for miles; so, we're going to burn a trench around them."_

On the ground, Eiling ordered the men that had joined the League in combat to withdraw; the heroes themselves joined them soon after. It was a good idea, as a massive beam of energy fell from the heavens, carving a trench around the main ship, just past the line of spiders. The light was so bright; save for the heroes who had some sort of shielding over their eyes, everyone had to turn away, for fear of being blinded.

When the light faded, there was a fifty-foot wide, half-mile deep trench in the ground. Everyone present, even the heroes, who'd been briefed about the weapon, were left in awe. It was an incredible display of power.

…

**Watchtower**

The Martian looked around at the darkened station; use of the fusion cannon had temporarily disabled all systems onboard, save for life-support and a few other key systems. He looked at a panel, showing that there were 59 minutes left until the power came back online.

"An hour until we find out if it worked."

…

**Nevada**

When they had been told about the capability of Watchtower's effectiveness as a weapon, the League found its opinion divided; some didn't think it was a good idea, while others saw it as both a weapon of last resort and a deterrent against aggression. Personally, Ben was against the weapon; he didn't like how the founding members seemed so comfortable with having such a device, nor how confident they were that no one but them could use it. In Ben's mind, people tended to use a last-resort weapon as a first-resort; also, when someone was confident that something couldn't be used against them, that tended to be right when someone did just that.

Still, he couldn't help but feel that, in this case, using it had been the right call.

"That should buy us some time until they get the townspeople out," said Superman, "now I want to learn about these things." Using his x-ray and microscopic vision, he examined the spiders, which were now trapped at the top of the mesa, peering deep into their systems, looking for weak points to attack. At the center of each one was a purple and red core, suspended by black veins.

After looking at the main vessel and finding the same core, he said, "I think the main spacecraft is replicating; there's some sort of near-microscopic machine at the center of each one, a kind of… dark heart, building around itself."

Above, inside the Batwing, Batman thought about this. "We need Ray Palmer, in Boston. Superman, you'll get there fastest; get to him, explain the situation, and get his help."

Batman would have preferred to bring Ray Palmer, known to the League as The Atom, to the battle directly, but he'd broken his leg a few days ago while fighting a nanobot. All he'd be able to do would provide advice. They would have simply called him, but with the Watchtower temporarily down, so were their long-range communications; their communicators only had a 50-mile range without it.

"Good idea," said Superman. As he took off, he told the others, "Hold the line!"

…

**Boston Hospital**

Ray Palmer was lying in his hospital bed, mourning his fate of being given hospital-food, when he heard a commotion from outside his room. He sat up as Superman came in.

"Hello Superman," Ray said as he shook Superman's hand, "what brings you to Boston?"

"An omega-level situation."

Ray's eyes went wide. "Tell me everything."

…

**Nevada, 1 Hour Later**

As Batman made another strafing run, he noticed Superman's signal appear on his instruments. "Got an ETA yet?" he asked, "We need you!"

"Soon." Replied Superman, "How's the trench holding up?"

"What trench?" as Batman flew over the swarm of spiders, he glanced down at what was the trench. A few minutes after Superman had left, the spiders had spent a half-hour using their own bodies as a series of bridges, allowing their brethren to scurry across them. The League had destroyed the bridges several times, but they were swiftly rebuilt.

On the ground, many of the Leaguers were getting tired; Ben had had to pull back for a few minutes to allow the Ultimatrix to recharge. It was actually the first time he'd ever had to do that in a fight before.

The Batwing fired a pair of missiles, destroying a pack of spiders, before banking off. "That was the last of my useful armaments," Batman said, "I can't do anymore."

As he pulled away, several tiger-like robots burst through the ice and landed atop the Batwing; after securing themselves, they began to tear at the plane. Batman opened the cockpit and knocked a tiger off, then threw a pair of explosive batarangs, destroying two more. Only one was left, and it was inches from ripping off his face. In response, Batman pulled the eject-lever, launching himself out of the plane. Before he could get far, the last tiger fired lasers from its mouth, destroying his parachute. Now, Batman was in free-fall.

"Batman to all points," he said as he fell, "I could use some air-support. Since I can't fly. At all." He was only a hundred feet from the ground. "Now would be good."

At merely twenty feet from the ground, Batman was picked up by a familiar green alien.

"SHIP!"

"Find Wonder Woman and get us down." Ordered Batman.

The two landed next to Wonder Woman, Ben, now as Brainstorm, and Supergirl, who were fighting a pack of spiders just as Superman landed next to them.

"The spiders are forcing us back," Batman explained to Superman, "and the mothership is releasing mechanical attack-tiger to protect them. Tell me that The Atom gave you something useful."

"This is a losing battle," added Wonder Woman, "if we destroy one, the main vessel breeds three more!"

Superman nodded in understanding. "These things build copies of themselves, using whatever material is around; they'll only stop when everything is gone."

"It would be a probable implication that these monstrosities will not cease once they arrive at the trio of neighboring towns." Suggested Brainstorm.

Superman nodded again. "Right; they'll go coast-to-coast, then across the seabed. They'll use rock, metal, plastic, plant life…"

"People." Finished Batman.

"Yes, and destroying the spiders, or even damaging the main ship won't be enough; we'll have to shut down the core itself."

"Hmm," said Brainstorm, "I do believe that I have discovered a way to facilitate that option!"

"How are you going to do that, Ben?" asked Supergirl. In response, Brainstorm slapped the Ultimatrix dial.

"HEATBLAST!" the fiery alien looked at the others. "All I have to do is get close; once I do, I can get inside and take care of the core. Once I'm inside, I'll need Superman to guide me to the core, since I won't know where I'm going."

"Are you sure you can do this?" asked Wonder Woman.

Heatblast gave her a thumbs-up. "Nothing I haven't done before, I'll just need to be a lot smaller."

Batman nodded, then reached for his communicator. "All points, this is Batman; we have a new plan. We have to get Heatblast to the main vessel. Superman and Wonder Woman will get him there; half of us back them up. Everyone else: we draw a line here. No one is going to die because of us!" he turned to Heatblast. "Go!"

Heatblast nodded, then shot flames from his feet and launched into the air.

"Let's go to work." Said Superman as he, Wonder Woman and half of the Justice League joined him. As they smashed apart packs of spiders, Superman saw that they would soon be overwhelmed. "We need more cover!"

Batman destroyed a spider before reaching for his communicator. "Supergirl, Green Lantern: more air-support for Heatblast!"

Heatblast and the others had some of the pressure taken off when Supergirl and Green Lantern rained down heat-vision and energy blasts respectively. Heatblast gave a mock-salute, then continued on his way.

Batman was about to be overrun by dozens of spiders before Ship arrived, blasting them apart with a myriad of alien weaponry. Before Batman could order Ship elsewhere, the alien turned into a blob and enveloped the Dark Knight. After a moment, Batman stood in a green-and-black battlesuit. Just for his new pilot, Ship had added pointed ears to the helmet section, and a Bat-symbol on the chest.

After getting over his surprise, Batman let a small smile creep across his face as he turned to fight another pack of spiders. Two blades emerged from the forearms of the armor as he charged, slicing them apart as he ran.

Seeing victory so close, the other Leaguers pushed forward, putting all of their energy into one final counteroffensive. So great was their attack that the spiders were actually pushed back for a time.

As Heatblast's team approached the base of the mothership, a pair of attack-tigers emerged, pouncing on both Superman and Wonder Woman. The two were knocked down; Heatblast turned to help them.

"We're fine!" yelled Wonder Woman. "Take care of the core!"

Nodding, Heatblast flew towards the mothership; he was joined by Supergirl and Green Lantern a moment later. They eventually made it to a small opening in the ship; Supergirl could see that it was too small for even Grey Matter, so how was Ben going to get inside?

Heatblast slapped the Ultimatrix dial, and after a flash of green light, disappeared.

"Nanomech!" yelled a tiny voice.

"Ben?" asked Supergirl.

"Down here!" Supergirl looked down to see a tiny, silver-and-green cycloptic creature waving at her. He looked like an armored fairy.

Supergirl nodded. "Go!" she yelled, as she smashed another spider.

Without another word, Nanomech jumped into the belly of the beast.

…

After a few minutes of sliding down what could only be described as veins, Nanomech spread his wings and began searching for the core; with Superman in battle, and Supergirl not knowing what to look for, he was going to have to get lucky. Thankfully, he was, and after a few minutes of crawling through more veins, stumbled across the core of the Dark Heart, as the League now referred to it.

"I'm at the core." Said Nanomech into his communicator, not really knowing who was receiving, if anyone was at all.

"_What's your status?"_ came Batman's voice from the Ultimatrix dial.

"I'm approaching the core and I-whoa!" Nanomech cried out as he tripped. As his hand slid across the floor, an image popped up next to him, slowly turning into some sort of documentary.

"_What happened?"_ asked Batman.

"It looks like this thing carries its own history." Said Nanomech as the history played out. As he watched, he came to a realization. "Batman! This thing is actually a weapon!"

"_What was your first clue?"_ said Batman sarcastically.

Nanomech explained as the images played out. "There were two planets at war; the Dark Heart's creators launched it at the other side." Nanomech's eye widened in horror at what he saw next. "It _ate _an entire planet. And then it kept going; it would reproduce, go to the next planet and reproduce again. It's possible that this war was fought across an entire galaxy." Then Nanomech looked at the code being played out at the bottom of the image. "But I think the war ended a long time ago; if I'm reading this right, the original ship is over fifty-thousand years old."

Nanomech saw a shadow behind him and dodged just in time to avoid several metal tendrils, covered in what was probably a very painful energy field. He kept dodging, but one of the tendrils slammed into him, knocking him under the Heart.

"ARGH!"

"_Ben? BEN!?"_

Nanomech stood shakily. "I'm okay, Batman, just a little stunned by the defenses. Okay, I'm gonna try to destroy this thing now." He raised his hands and fired bolts of green electricity at the Heart.

For a moment, the core flickered and dimmed. A slot opened in the side of the Heart, but then the systems went back to normal.

"Okay, what was that?" Nanomech walked over to the slot and discovered that it opened to the very heart of, well, the Heart. He must have triggered some sort of maintenance hatch. Shrugging at his apparent good fortune, he poured all of his power into the inner core. The Heart began to shake. Nanomech figured that he was like a reverse-defibrillator; instead of reviving a heart, he was killing it.

The veins holding up the Heart began to spasm, and the liquid inside them began to boil; some of them were even starting to leak. After another few seconds of sustained power from Nanomech, the Dark Heart exploded.

…

Outside, the battle was going badly; there wasn't a single Leaguer who wasn't injured, and some were on the verge of being killed by the overwhelming numbers. While Nanomech had been inside the ship, the spiders had been supported by much larger versions, dubbed mega-spiders, which went after the more powerful members, such as Long Shadow, Atom Smasher, Wonder Woman, Superman and Supergirl. All of those heroes were on the ground, weighed down by sheer numbers.

Wonder Woman in particular was barely keeping a bladed limb from impaling her face; the mega-spider lifted its leg for one more blow, when the Dark Heart erupted. Purple liquid flowed out of every orifice, and the structure itself seemed to sag. When it did so, the spiders, mega-spiders and attack-tigers all stopped; some froze, others flopped onto their sides, but the result was still the same.

The Justice League had won.

…

Batman, Superman, Wonder Woman, Ship (now in his normal form) and Supergirl approached the Dark Heart, searching for Ben. So far, they'd been unsuccessful; other Leaguers had offered to help, but aside from the five who were searching, everyone else was too injured to do much. After a while, the heroes were getting worried, especially Supergirl.

Another small stream of purple liquid began to pour out of the dead husk; Superman paid no attention to it at first, but then he noticed a ripple coming from the pool forming around the leak.

"There," he said, pointing, "is that…?"

Before their eyes, a familiar green light flashed, and they saw Ben Tennyson, covered in purple slime and looking weak, but very much alive. He glanced up and stared at them; they stared right back.

"That," he said after a moment, "was disgusting."

The Leaguers smiled and walked up to him; Supergirl, on the other hand, rushed forward and wrapped him up in a tight embrace.

"Kara! Air!"

"Sorry!"

…

A few hours later, Ben was fine, though he greatly desired a shower. The other members of the League were quick to congratulate and thank him after he told them what happened; after all, by destroying the Dark Heart, he'd saved all their lives as well.

As the Justice League recovered from their injuries, and Ben turned into Diamondhead, the Army arrived and began removing the dead robots and the Dark Heart itself. The process was overseen by General Eiling.

Superman approached him. "I don't suppose you need any help destroying that. Wouldn't want that technology falling into the wrong hands."

"We could learn a lot from this." said Eiling, "It almost beat the Justice League, after all."

"Why would you need something to do that, General?" asked Wonder Woman, her arms folded over her chest.

"Oh, I don't know," said Eiling, "maybe because it turns out that the Justice League has had a secret, space-based weapon of mass-destruction all along." He glared at her. "And we're going to be talking about that soon, believe me." He saluted. "Ma'am." Then he got onto a helicopter and left, just as the Justice League was gathering together.

"Amazing," commented Green Arrow, "show him weapon that destroys everything it sees, and he wants to play with it." He turned to Diamondhead. "What's to stop history from repeating itself right here on Earth?"

Diamondhead gave him a determined look. "_We_ are."

…

**San Francisco**

Ben sat on his couch, relaxing after a long day of saving the world; like the rest of the League, he was wiped out. Considering what had happened just a few hours earlier, the League had been given a mandatory three days off. Anyone who'd been seriously hurt during the battle had been given a longer vacation, but Ben was just glad to have a few days without being a superhero.

He was about to doze off when he heard a knock at his door. Suppressing a groan, he dragged himself over to his door and opened it. He was surprised to see his girlfriend standing there.

"Kara?" he asked, "What's up?"

Kara shrugged. "I don't know; I guess, after today, I just wanted to spend some time with you."

Ben smiled. "Sure, come on in."

They both walked over to the couch and sat down heavily; Ben stretched out his arms, while Kara pulled her legs close to her chest and leaned into Ben's side. Ben wrapped his arm around her, and the two just sat there. Neither said anything for a while.

"I was worried about you." Said Kara.

Ben looked at her. "And I was worried about you, too, but danger is part of the job."

Kara nodded, but still looked upset. "I know, but still… I lost my whole world once; I don't want to lose anyone else that I care about."

Ben tilted her face towards his and gave her a gentle kiss. "You won't."

While Kara enjoyed the kiss, she wasn't convinced. "How can you know that?"

Ben smiled. "Look at it this way: You're practically indestructible, and I've got more powers than the entire League put together. I think we can handle ourselves, and we can take care of those who can't."

Kara felt a little better, but she didn't want to let her boyfriend out of her sight for at least the next couple of days.

"Can I stay here for a couple of days?" she asked as she closed her eyes.

Ben would have been a little shocked at Kara's request, had he not known that she just needed to be with him; it _had _been a close call today, after all.

"Sure thing, Kara." Ben then thought of something. "Uh, what about Clark?"

Kara smiled, even as she felt more tired. "Don't worry Ben… he knows, and he said… he'd bring my stuff over… tomorrow morning."

Ben smile returned, even as his own eyes became heavy. "Okay, Kara, good night; I love you."

Then both of them realized what Ben had said, and they returned to full wakefulness; neither had ever actually said the words _I love you _to the other; it was a step in their relationship that they hadn't taken yet.

"What did you say?" asked a wide-eyed Kara, as if she couldn't believe what she'd heard.

Ben, equally wide-eyed, looked back at her. "I. Love. You." He said slowly.

A tender smile spread over Kara's face as she snuggled back into Ben's side. "I love you, too." She whispered.

Both fell asleep soon after, happy being in each other's arms, and in each other's hearts.

**Like I said, I love this episode. It showed how dedicated the League is, willing to do anything to keep the people of Earth safe. That being said, that sort of dedication could lead to them going "Justice Lord" on us, which is a scary freaking thought. You might be wondering why the Atom was in the hospital; if he wasn't, he would have done exactly what he did in the episode, and Ben would have been given a much smaller role, so I had to shunt Atom to the side, while still giving him a way to contribute, especially since I removed him entirely from "Return".**

**Once again, Ben and Kara's relationship has taken a new step forward; it might be moving along a little fast, but superhero relationships probably move faster than normal ones, considering their next mission could be their last. It's a "life is short" thing.**

**Next chapter brings back a couple of old friends and a bit of sadness. Thankfully, though, it isn't like what happened the last time.**

**Look up in the sky! It's a bird! It's a plane! It's Super-Muffin!**


	15. Chapter 12

**BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. MY POCKET-DIMENSION POCKET BELONGS TO ME. NO, YOU CAN'T HAVE IT; IT'S WHERE I KEEP MY SOCKS.**

**Warning: This episode made me cry. Like, certain events of Mass Effect 3 cry. It made me a sad Muffin. And unlike the last time, I won't be changing it. You have been warned.**

Ben 10: Unlimited

Chapter 12

Wake the Dead

**The Tower of Fate**

Aquaman, King of Atlantis, had fought monsters, robots, demons and even traitors to the throne. Right now, however, he'd face all of them combined for the opportunity to make his current opponent more challenging.

"It's your move, Hawkgirl."

Across the chessboard sat Shayera Hol, an expression of apathy on her face. To the side of them sat Amazo, watching the game with interest. Shayera moved a piece, only to have it taken by Aquaman's queen.

"Check in five moves." He declared.

"We'll see." Responded Shayera.

Considering how badly he was beating her, Aquaman didn't really doubt that he'd win. "Diana told me you used to regularly beat Batman; difficult to believe from the current, pitiful level of your game."

Shayera said nothing as she moved another piece.

Aquaman responded with a move of his own, then said, "I should have known better than to expect a proper challenge from a woman." Aquaman didn't mean it; he was only trying to bring the old Shayera back, even though the old Shayera would've punched him in the face for his comment.

Once again, Shayera said nothing.

"Such scintillating repartee." he said sarcastically, then sighed. "I get better conversation from the android." Amazo tilted his head at Aquaman's comment.

_You _are _aware that I am in the room?_

As soon as Shayera made another move, Aquaman responded and said, "Check."

Shayera stared at the board for a moment, then knocked over her king, signifying that she had given up.

"I win again," Aquaman said sarcastically, "huzzah."

"It's just a game." Replied Shayera.

Rather upset that she'd given up so easily, Aquaman knocked the board across the room.

"You disgust me!" he growled. Again, it was an attempt to provoke a reaction from the old Shayera.

Instead, she simply stood up and looked him in the eye.

"Join the club." Then she walked out of the room.

"I could have told you that wouldn't work." Aquaman turned to see Dr. Fate step out of the shadows.

"She was once one of the fiercest warriors I'd ever met," said Aquaman, "what's she doing here?"

"Trying to find her way." answered Fate, "Leaving the Justice League was difficult for her; I provided her sanctuary, a place to meditate on her life and future. We must allow her the time she needs to…" Fate trailed off and touched his helmet for a moment. "Excuse me."

He lifted into the air as a purple ankh appeared behind him, then he disappeared. Before Aquaman could wonder what had happened, the fallen chessboard and pieces floated across his vision and set themselves up. The android looked up from where he was sitting.

_New game?_

…

**Baton Rouge, Louisiana**

Dr. Fate approached the grave of a man he'd helped bury, and knew that there was a problem; the grave was empty. He reached for his communicator.

"J'onn? It's Dr. Fate." He stared at the headstone of Solomon Grundy. "We may have a problem."

…

**The Tower of Fate**

The Tower of Fate had a meditation garden, hidden away in a pocket dimension. Shayera used it whenever she was upset; she came here often. She went to her usual spot, but saw Inza tending to some flowers. Dr. Fate's wife looked up at the Thanagarian.

"I wasn't expecting you back so soon." She stood up to leave. "The garden needed work."

As she made to leave, Shayera stopped her. "Don't go, Inza; this is your place, I'm just a visitor here."

"My husband and I have offered you our hospitality," replied Inza, "we respect your privacy. Treat this area as you would your own home."

As she walked away, Shayera said, "Aquaman thinks I've been here too long."

Inza turned to her. "Flowers bloom when they're ready, Shayera; not before."

Shayera looked down. "I'm no flower; I don't know what I am. I'm not Lieutenant Shayera Hol of the Thanagarian Empire, not anymore. I've been stripped of my rank and exiled from my homeworld. I'm not Hawkgirl, that was always a sham." She sounded on the verge of tears. "Most people on Earth will never trust me again and I can't blame them. When I do my job, people get hurt; people I care about."

Inza looked at her. "And what happens when you _don't _do your job?" then she left, leaving Shayera alone with her thoughts.

…

**San Francisco**

After Ben and Kara admitted that they were in love with each other, the two began spending more time together. Kara would often stay at Ben's house for several days at a time, yet no one had a problem with that. Not even over-protective Clark; in fact, when he'd delivered Kara's things after that first night, he'd actually smiled a little.

Eventually, the two fell into a rhythm of Kara staying at Ben's house for a few days of every other week. They weren't quite ready to permanently move in together, but they did believe that it would happen one day.

Remarkably, despite their intensifying relationship, they still kept a professional attitude while working; a quality that everyone in the League found admirable. The only thing that really changed with regards to the League was that Ben and Supergirl were put together on missions more often; according to the Martian, it was because they "worked well together".

"Okay Kara, do you want the pasta, or do you want to order out tonight?" Ben asked as he and Kara were walking back to Ben's house.

Kara thought about it for a minute. "I say we order out, then watch that action movie while we wait."

Ben smiled as they reached the house. "Sounds good to me."

No sooner had they entered, then J'onn contacted them. _"Ben, Supergirl; we have a situation."_

The two heroes looked at each other for a moment. "Guess dinner's off for now," said Ben, then he spoke into the Ultimatrix, "what's the problem, J'onn?"

"_Solomon Grundy has returned and is attacking Baton Rouge; I'm sending you and Supergirl, along with Green Lantern and Vixen to stop him."_

As Kara went to get into her costume, Ben asked, "That's a lot of muscle, J'onn; is Grundy really that big a threat?" Sure, he'd read about Grundy in the case files, but from what he could tell, the zombie had always attacked after someone attacked him first. And while he was incredibly strong and tough, Superman alone could beat him; sending Supergirl, himself, Vixen and Green Lantern seemed like overkill.

"_It is necessary; Grundy has already killed three people, and many more are in danger."_

Ben's eyes narrowed; okay, no more sympathy was going to be given to the zombie. He turned to see Supergirl, an angry expression on her face.

"I heard," she said, "let's go."

…

**Baton Rouge**

Supergirl and Ben, now as Jet Ray, were teleported to Baton Rouge just in time to see a police car fly through the air. Before either of them could do anything, Green Lantern showed up to grab the car with his ring. They flew over to him, where they were met by Vixen.

"Hey Lantern," greeted Jet Ray, "hey, Vixen."

Ben had worked with Vixen before; she was an African-American woman with short, black hair. She wore a revealing orange bodysuit with claws. The necklace she wore allowed her to tap into the powers of animals. Coupled with her natural athleticism, she was a force to be reckoned with.

"Hey, you two," said Vixen with a smile, "I guess this is a double-date, huh?"

Another fact about Vixen was that she was very attracted to Green Lantern. The feeling wasn't mutual, however; apparently, Lantern was still holding out for a certain redheaded Thanagarian. Still, that didn't mean that Vixen couldn't try.

"Maybe," said Supergirl, "but I've never considered zombie-fighting to be my way of enjoying a night on the town."

"Come on," said Lantern, "we've got to move!" he flew off, the other three heroes right behind him.

"Dr. Fate called it in to J'onn," said Lantern, "Solomon Grundy's back."

"The zombie guy?" asked Vixen, "He's a heavy hitter."

Green Lantern nodded. "Yeah, he's tough, but we can take 'im. Funny thing, though, is that he's supposed to be dead."

"Aren't all zombies, by definition, dead?" asked Jet Ray. The two women laughed, while Lantern tried to come up with a response. Before he could, though, a loud roar shook the air.

The heroes looked ahead to find people fleeing in fear. The street was littered with debris, crushed cars and flames. They saw a bus slowly rise into the air, held by Solomon Grundy. The zombie was big, close to 10 feet tall, and nearly 6 feet wide. He was pale-skinned, all muscle, and covered with the rags he'd died in so many years ago.

"Aw, man, don't do it," said Lantern, seeing Grundy heft the bus. With a roar, Grundy hurled it through the air.

"I've got it!" yelled Jet Ray, as he moved to intercept the bus. When he got in front of it, he slapped the Ultimatrix dial.

"LODESTAR!" using his magnetic powers, Lodestar halted the bus in midair, and slowly lowered it to the ground.

While Grundy picked up another car to throw, Vixen tapped into the power of the elephant, and she and Supergirl slammed into him. They crashed through a truck and then into a building, before Grundy grabbed them by the wrists and jumped back outside. He slammed them against the floor, then threw Vixen against a fence, and Supergirl into a light-pole.

Supergirl wasn't used to pain; only Kryptonite and magic could really hurt her, or another Kryptonian. Since she didn't feel the weakness associated with Kryptonite, and Grundy had been human, that could only mean that the zombie was being affected by magic somehow. And that magic _hurt_.

Vixen, on the other hand, was badly bruised, her costume was torn, and her arm was broken. Grundy moved to attack her, but he was interrupted by Green Lantern peppering him with energy-blasts and Lodestar throwing cars at him.

While the guys kept him distracted, Supergirl rose to her feet, shaking off the pain; she moved over to Vixen, who was clutching her broken arm.

"Are you okay?" she asked.

In response, Vixen touched her necklace again, tapping into the regenerative power of the lizard. With a few sickening pops, the arm was healed. She nodded at Supergirl, and the two moved to support their teammates.

Green Lantern had Grundy wrapped in emerald energy, while Lodestar wrapped him in several car doors. Grundy roared in anger, but the two heroes thought they had him. They were proven wrong, however, when Grundy somehow floated into the air; a pulse of energy flew from him, shattering his bonds. Both heroes were sent flying in opposite directions; Supergirl moved to catch Lodestar, while Vixen tapped into the power of the cheetah to catch Lantern.

The sudden change in air pressure had knocked Green Lantern unconscious. As Vixen tried to revive him, she heard very large footsteps behind her. She turned to see Grundy approach them.

She flexed her claws, prepared to defend her teammate. "Come with it, then!"

Just as Grundy was about to crush her, a blue-and-red blur smashed into the Zombie, sending him flying. Superman looked down Vixen, who was again tending Green Lantern.

"Get Lantern somewhere safe!" ordered the Man of Steel, as Supergirl and Ben, who'd turned into Big Chill, caught up with him.

"I could've handled him." Protested Vixen, as a loud roar echoed from down the street. Superman, Supergirl and Big Chill prepared themselves.

"You may get your chance," said Superman, "in the meantime, humor me." As Grundy approached, Superman tried to reason with him. "Come on, Grundy, we've been through this before; you don't have a chance against me, let's talk it over, maybe I can help."

"I don't think he's in the talking mood." Warned Supergirl.

"Yeah, if he was, I don't think he would have thrown that bus." Added Big Chill.

Grundy made no response, save for charging forward and smashing his fists into the ground; he would have hit the heroes, had they not taken to the air. Superman rushed towards him, hoping to finish this quickly; instead, Grundy caught Superman's fist with his own. He didn't even flinch.

Both Supergirl's and Big Chill's eyes widened; the number of people who could catch one of Superman's punches could be counted on one hand, and Grundy's case file did not suggest that the zombie qualified to be on that list. Apparently, something had changed.

Grundy tightened his fist; the bones in Superman's hand started to crack, before Grundy delivered an uppercut that sent Superman flying a dozen blocks away. Supergirl tried to attack next, but was backhanded into a truck. The zombie charged towards Big Chill, ramming him with his shoulder. The blue mothman collapsed near Supergirl.

"Though you'd have gone intangible," moaned Supergirl, as she started to get up.

"That's the thing," said Big Chill, pain evident in his voice, "I _did _go intangible; whatever's powering this guy is crazy!"

They heard a roar behind them and saw Grundy marching towards them.

_Here we go again, _both thought.

…

**The Tower of Fate**

_Checkmate. You are improving; this time it took me sixteen moves to defeat you._

Aquaman glared at the android.

_That's nearly double the moves it took last time._

Aquaman sighed. "Set up the board."

Before Amazo did just that, a purple ankh flared into existence, and Dr. Fate returned to them. Though his face was covered by his helmet, he seemed greatly disturbed.

Without preamble, he announced, "Solomon Grundy's grave is empty."

Aquaman stood, rage on his face. "Tell me where to find those responsible, then dig more graves."

Though Grundy had been a criminal for his entire life and un-life, he'd sacrificed himself to save the universe from an extradimensional invasion. That should have assured him a peaceful, undisturbed rest.

Fate shook his head. "We are dealing with something far more sinister than mere human avarice; Grundy's grave was forced open from the inside and the site reeks of Chaos magic."

Amazo was intrigued by this.

_He left under his own power?_

"Far more power than he ever evidenced before." Fate held out a hand, and an orb appeared that showed the ongoing battle. "Behold."

The orb showed Grundy holding a Kryptonian by the cape in either hand, while Green Lantern and Heatblast attacked him. Distracted, Grundy momentarily forgot about the alien cousins and jumped into the air, punching Heatblast into a building, then throwing a rock at Green Lantern, knocking him down.

As the images continued, Aquaman said, "They need our help."

"So does Grundy." The three turned to see Shayera walking up to them. "Let's try and get there before the League kills him."

Amazo turned back to the orb, which now showed Grundy using Vixen like a baseball bat to knock Supergirl away.

_That scenario seems… unlikely._

"In any case, are you certain you're up to this?" asked Fate.

"Doesn't matter." Said Shayera. "Bad guy or not, he sacrificed his life to save ours. We owe him the benefit of the doubt."

"Very well." Said Fate, who held out his hand. A white hole appeared in thin air. "I've learned the hard way that the energy-dampening properties of this device can disrupt fundamental forces, so I've kept it hidden in pocket dimension, away from the magic that must flow freely in my home. But if you are truly ready to take up the fight again…"

Shayera hesitated only for a moment, before plunging her hand into the hole and withdrawing a spiked mace. _Her _spiked mace. She hefted it in one hand.

"I'm ready."

…

**Baton Rouge**

_This is not going well, _thought Swampfire, as he was thrown into the side of a bus. While the blow didn't really hurt, thanks to his regeneration, he was getting smacked around a lot. At one point, he considered going Way Big, but dismissed the idea; Grundy was strong enough to kick Superman's butt, and Way Big might cause more damage to the city than Grundy.

Grundy jumped at Swampfire, but before he landed on him, Supergirl collided with him fists-first and knocked him to the ground. In response, Grundy lifted her up by her leg and smashed her into the ground repeatedly. She was saved when Superman punched him in the face, while Swampfire tackled his legs from behind.

"Get her somewhere safe!" yelled Superman.

Swampfire nodded, then slapped the Ultimatrix dial.

"SPIDERMONKEY!" Ben was now a blue-furred monkey, with six eyes and four arms. The Ultimatrix symbol was displayed on his chest. He scooped up Supergirl and ran to the top of a building. As he laid her down on the ground, he had to marvel at Kryptonian healing. Even with the damage they'd sustained, Superman and Supergirl only needed a couple of minutes before they were back in the fight.

"Ugh…" moaned Supergirl, then she opened her eyes. "Ben? Why are you a monkey?"

"Oh, right," said Spidermonkey in a high-pitched voice, scratching his head, "I don't think I ever showed you this one."

As Supergirl slowly got back up, they saw Grundy crash into Superman; the shockwave from the impact caused a building to collapse. Spidermonkey saw two people still inside, a boy and a young woman; he saw Vixen going for the kid, so he shot a string of webbing from his tail and swung to the woman.

"Come on!" he yelled, holding out a hand, "I'll get you out of here!" the woman fearfully put her hand in his, and he swung her to safety, just as the whole building fell in on itself; as they landed on the street, he noticed Vixen had successfully saved the kid.

Meanwhile, Green Lantern was blasting away at Grundy with his ring, but Grundy only clapped his hands together. The shockwave sent Lantern flying through the air, as well as shattering the windows of every building in a 5-block radius.

Superman tried rushing the zombie again, but Grundy grabbed two cars and made him into the filling of a very bizarre sandwich. When he pulled the cars away, Superman swayed on his feet, until Grundy hit him with an uppercut that sent him flying into supports of a bridge that passed over the bay. The bridge started to collapse, now that two of its supports were gone.

As the bridge began to destabilize, Aquaman rose from the water; under his feet was the largest octopus that anyone had ever seen. Under Aquaman's mental commands, the octopus wrapped its tentacles around the supports and brought them back into place, until Supergirl flew up and cemented them into place with her heat-vision.

However, one car that had been on the edge of the bridge began to fall. As it did, Shayera flew over, ripped the car roof off with her mace and pulled the frightened mother and daughter inside to safety, just before the car hit the water. Shayera watched the family hug in relief, then run off, just as Green Lantern flew over. For a moment, he couldn't believe it.

"Shayera?" he asked.

The Thanagarian in question looked him up and down. "I hate the beard." She commented.

Then Spidermonkey, Supergirl, Superman and Vixen arrived.

"You okay?" Lantern asked Superman.

Superman shot him a look. His costume was torn, and he was covered in cuts, bruises and now, he was soaking wet. "Do I _look _okay?"

"Wow," said Spidermonkey, "fancy seeing you here, Shayera."

Shayera was confused by the strange creature talking to her, so Spidermonkey said, "Maybe this'll jog your memory." He slapped the Ultimatrix dial.

"HUMONGOSAUR!"

"Oh, Ben!" said Shayera, "Sorry I didn't recognize you."

"No problem," said Humongosaur as he turned to the others, "now, where were we?"

Green Lantern crossed his arms. "We were about to kick Grundy's undead a…"

"Perhaps we can be of assistance," said Dr. Fate as he appeared in front of them, as did Aquaman and Amazo.

"Hey, Amazo," said Humongosaur, waving to the android, "how've you been?"

Amazo looked at him for a moment. Ben had been the only one besides Dr. Fate and Aquaman to have any contact with him, and the human had taken steps to actually be his friend. In fact, Amazo considered Ben to be his _first _friend.

_I am well. I wish to aid you against this threat._

Superman shook his head. "Okay, let's throw our big guns at him: me, Fate, Humongosaur, Supergirl and the android." He leaned close to Fate. "You let him out of the tower now?"

"I was curious to see if you would try to dissuade him." Replied Fate.

"Hold up." The heroes turned to Shayera. "Before Golden Boy teleports him into the sun, I want to try talking to him." She spread her wings and flew off.

"Shayera!" shouted Green Lantern, but she was gone.

It wasn't hard for Shayera to find Grundy; he was pushing a building, though for what reason, she couldn't tell.

"Grundy!" she yelled. Grundy turned towards her with a glare, but Shayera stepped towards him. "It's me; remember, Bird-Nose?" she referred to what Grundy had always called her.

Instead of recognizing her, like she'd hoped, Grundy grabbed Shayera and slammed her into a wall. Dazed, Shayera could only watch as Grundy lifted an arm to crush her, but a large, brown hand grabbed Grundy's limb and throw him into the air.

"Pick on someone your own size!" growled Humongosaur.

In response, Grundy grabbed Humongosaur's tail and hurled him several blocks away. With a groan, Humongosaur picked himself up, twisted the Ultimatrix dial, then slapped it.

"ULTIMATE HUMONGOSAUR!" he charged back into the fray, where he saw Superman and Supergirl punch Grundy on either side of his head, knocking him back a step. Dr. Fate flew in and blasted the zombie with bolts of mystic power, while Aquaman slashed at him with his hook. Green Lantern joined the fight, blasting at the same time as Ultimate Humongosaur's energy cannons.

"What's happened to him?" asked Shayera about Grundy.

"I'm sorry," said Dr. Fate, "I sense nothing of the Grundy we know within that shell; he is nothing but rage!"

_Then it is time I brought this to an end._

Amazo raised a hand, which was surrounded by a golden aura. Shayera jumped in front of the android.

"No! Don't hurt him!"

Amazo moved her aside with telekinesis, then began to bombard Grundy with unquantifiable power. The other heroes moved back to avoid getting atomized.

_In my travels through space, I've attained mastery of forces all but incomprehensible to humans. I… wait._

Instead of falling in defeat, Grundy seemed to be getting larger!

_Something is wrong; the creature is somehow feeding on my energies! He adds my power to his own!_

With a telepathic cry, Amazo fell back, only to be caught by Ultimate Humongosaur.

_My presence here puts you all at risk; I will retreat several light-years' distance until I can determine how to counter this effect._

In a flash of golden light, Amazo vanished, leaving only a small wisp of smoke behind. The heroes stared at the smoke for a moment, looked at each other, then charged Grundy. Superman punched him across the face, only to be knocked to the ground by Grundy's fist. Supergirl flew feet-first into Grundy's stomach, but she was grabbed by the face and thrown across the water, skipping like a stone. Ultimate Humongosaur tackled him like a football player, crashing through several buildings until Grundy pushed back, ending up at the place they'd started.

"Tell us something, Doc." Green Lantern said to Fate.

"Grundy was revived with Chaos magic," explained Fate, "a cumulative with no known upper limit. My magics are as useless as Amazo's technology."

"Then I say we take him out the old-fashioned way." Declared Vixen. She ran to an enormous statue and, using her animal strength and claws, began to tear great gouges out of the stone. Seeing what she was doing, the others led Grundy to the right place, then Ultimate Humongosaur rammed the statue with his shoulder. The statue fell right on top of the zombie, and for the first time since the fight began, it was quiet.

As Supergirl hopped onto the rubble of the statue, Superman shook his head.

"No way it's that easy."

"Sure it is," argued Supergirl, "the android half-fried him with the cosmic thing; all we had to do was seal the de-agh!" She was interrupted when Grundy burst out of the rubble, grabbing Supergirl by the throat and ankles.

Ultimate Humongosaur fired a volley of energy from his cannons. "Put her down!" he barked.

"You heard the man!" Shayera gave an avian cry as she slammed her mace, crackling with energy, into Grundy's side; for the first time, the zombie gave a roar of pain, then fell to his knees. Superman crashed into him, causing Grundy to lose his grip on Supergirl. Ultimate Humongosaur caught her and gently put her down.

As Grundy landed on the ground, Shayera approached him, mace in hand.

"Don't make me do this, Grundy!" she begged.

Grundy only stared at her, drool pouring from his mouth, before he roared and charged again. Shayera spun around his attack and slammed her mace into his back. Grundy gave another roar of pain, but attacked again. Again and again, Shayera swung her mace, and each time she did, Grundy became weaker. Finally, Shayera took to the sky, then dove, striking Grundy as hard as she could. The zombie was knocked through the street and into the sewer below.

The heroes approached the large hole Shayera had created; Lantern swung a light generated from his ring.

"I can't see him." He declared after a moment.

"Neither can I," said Superman, "there must be lead in those old sewer pipes."

"Guy tends to leave a trail," said Supergirl, "we'll find him…"

"And then Pretty-Polly here can bash him with her magic mace." finished Vixen.

"Why does it hurt him?" asked Shayera, as she looked at her weapon curiously.

"It's made of Nth-metal," explained Fate, "your people's technology was built specifically to repel magical creatures; it disrupts the magic that animates him. The creature knows only rage and seeks only oblivion; your mace may be the one thing that can grant him peace."

"What are you saying?" asked Green Lantern.

"Your favorite movie is _Old Yeller_, you know exactly what he's saying." Shayera looked down at her feet. "Is this my destiny? To be a destroyer? To betray yet _another _friend?"

"It's not that simple," said Fate, "it never was."

"Hey!" everyone turned to Vixen. "How about we discuss it for another couple of hours; that way, he's sure to get away."

"Only you have the power to put that creature out of its misery," said Aquaman to Shayera, "to stop it before it hurts anyone else."

Shayera looked at her mace, fear and uncertainty written all over her face. Green Lantern stepped up to her.

"You don't have to do it Shayera," he said, "I'll do it for you; give me the mace."

For a moment, Shayera stared at him, then her face hardened with resolve. "Forget it, John; he was my friend, it's my responsibility." She closed her eyes. "I'll do it."

"Not alone." The others turned to Ultimate Humongosaur. "You need someone to find him, first." He slapped the Ultimatrix dial, turning into Humongosaur, then slapped it again.

"BLITZWOLFER!" In front of them stood what looked like a werewolf with a four-pronged jaw, the Ultimatrix dial on his chest.

"Are you sure, Ben?" asked Supergirl.

Blitzwolfer turned to Fate. "Are you _absolutely _sure that nothing can be done to help him?"

Fate nodded. "It is merely an empty husk that desires its own destruction. There is nothing inside; no mind, no emotion, save for rage, no… soul."

Blitzwolfer sighed. "Then I'm sure."

Without another word, the two jumped in after Grundy.

…

For half an hour, the two aliens walked wordlessly through the sewers, their way illuminated by the glow from Shayera's mace, only stopping when Blitzwolfer sniffed the air for Grundy's scent.

"You don't have to do this, Ben," Shayera finally said, "I already said that I can take care of this; Grundy was my friend, after all."

Blitzwolfer shook his head. "And I already told you, you need my help to find him, besides; Grundy might be your friend, but you're _my _friend."

Shayera stared at him for a moment, then nodded. "Thank you."

Blitzwolfer froze, then started sniffing the air. "That way." He said, pointing. They ran down the next tunnel, and found Solomon Grundy. He was slumped against the wall, panting heavily. He stared at them, then started to growl.

"Shh, it's okay." Shayera gently whispered, "I know what you want; what you need."

Grundy seemed to understand her intentions and relaxed. Blitzwolfer looked down; he knew what was coming next.

"Close your eyes."

Grundy did so.

Shayera raised the mace.

…

On the surface, while a crowd of news crews and civilians were gathering, two of the heroes were pacing; both Green Lantern and Supergirl were worried about someone important to them.

"They've been down there too long!" announced Supergirl.

"She's right," said Lantern, "we should go in after them."

Just before they did so, Shayera flew up out of the hole, while Blitzwolfer followed with a bounding leap. The other heroes rushed to them, but they said nothing, their heads were lowered.

"It's over." Was all Shayera said, Blitzwolfer affirming with a nod.

The others lowered their heads, in respect to the fallen. Shayera moved away, and the reporters began to bombard her with questions.

"Hawkgirl!" one asked, "Do you think today's acts can possibly make up for your complicity in the Thanagarian invasion of Earth?"

"Do you have a comment on your dismissal from the Justice League?" another asked.

"Hawkgirl was never dismissed from the Justice League," said Green Lantern, as he and the other heroes caught up to her, "she can come back whenever she likes." Shayera stared at him in shock, while he shrugged. "I recused myself because… well, you know; anyway, Superman broke the tie."

Superman smiled when Shayera turned to him. "I believe in second chances. I believe in redemption. But mostly," he said as he placed his hand on her shoulder, "I believe in my friends."

"Traitor!" the heroes turned to see several people cursing at her and throwing other insults; apparently, some people didn't want to give the same second chances as Superman.

"Hey, back off!" snapped Green Lantern.

"Yeah," said Blitzwolfer, "she doesn't have to take that from you!"

"Yes I do." The two turned to Shayera, "But it's okay; I guess I deserve some of that."

As she walked off, a hand grabbed hers; it belonged to the little girl she'd saved earlier.

"Thank you, Miss Angel." The girl said, a smile on her face.

Shayera gave a smile back, then felt a hand on her shoulder.

"You deserve that, too." Said Ben.

Finally, as the sun started to rise, the Leaguers went home.

**First the Ultimen, then Grundy! How many characters does JLU want to kill off! I mean, seriously, this episode was "Old Yeller" with superheroes. I think that this was the first time I ever cried over the death of a zombie.**

**Still, Shayera's back, and I always liked her; she had that cynical veteran feel to her that just made her so enjoyable to watch.**

**And, yeah, this episode didn't focus on Ben as much, but I liked this episode so much that I just had to put it in as a chapter, but I threw Ben and Kara in because I felt like it.**

**Don't expect a whole lot more chapters for at least a couple of days, probably; I want to spend some more time on my Bioshock story, which will have more chapters out soon. See you then!**

**Manamuffin! Doo doo, doo doo doo!**


	16. Chapter 13

**BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. ACCORDING TO MY LAWYERS, THE MOON DOES NOT BELONG TO ME EITHER. I DON'T KNOW WHY, I DON'T SEE ANYONE'S NAME ON IT!**

**This is it, folks; this is the beginning of questions being answered, the return of characters, and CAMEOS! SO MANY CAMEOS! BWAHAHAHA!**

… **Ahem. **

**Let's begin.**

Ben 10: Unlimited

Chapter 13

The Once and Future Thing, Part 1

**Bellwood**

Underneath the city of Bellwood was a sprawling base, home to hundreds of the most dedicated and skilled law-enforcement agents in the universe.

The Plumbers.

All of the Plumbers were good at their jobs, but the leaders of the Earth Precinct were some of the best, known for their skills, their accomplishments, and of course, their friendship with Ben Tennyson.

Helen Wheels, a Kineceleran, or XLR8, as Ben would call it.

Manny Armstrong, a Tetramand, or Fourarms.

Alan Albright, a Pyronite, or Heatblast.

Cooper Daniels, a technopath, able to control and manipulate machinery, as well as enhanced strength and a genius-level IQ.

Last was Jimmy Jones. While not an official Plumber, his information-gathering and organizational skills were beyond impressive; he practically ran every aspect of the day-to-day operations of the base.

Though these five were the youngest of the Plumbers, they had been trained by both Max and Ben Tennyson; they knew what they were doing, and had proven that they had the right stuff over and over again.

Now, they were overseeing the initiation of the four newest Plumbers; the Ultimen. After arriving in their universe, the four superheroes had quickly been brought up to speed about how things worked. After attending Plumber Academy, they'd been deployed to Earth and were being assigned their rooms and standard Plumber armor.

The former Helpers had been shocked when Verdona had shown up and announced that Ben was actually alive. They had been devastated when they heard about what happened to the Tennyson family, as well as Kevin and Julie. They had been deployed to an emergency several light-years away, and had been unable to help. To find out that Ben was still alive…

When the Ultimen showed up, and told them that they'd actually met Ben, they'd been bombarded with questions; unfortunately, they hadn't known Ben that well. In fact, they hadn't even known that he was human until they arrived at the Plumber base. All they could tell them was information on their own universe.

"Still can't believe that Ben's living in a world full of superheroes." Muttered Manny.

"Manny, you've been saying that for months," scolded Helen, "would you let it go?"

"He could have at least sent a message, or something," offered Alan, "anything to let us know that he was still alive."

"I can understand why," said Jimmy from behind them, "think about all the times he spent time with us; nearly every time, Gwen and Kevin were with him. Do you really think that he wanted to be reminded of them?"

The three aliens looked down at their feet. While they had initially been furious that Ben had left them to think he was dead, his reasons for staying in another universe made sense.

"I guess not," said Manny.

"Don't worry about Ben." The Plumbers turned to see Wind Dragon, the other Ultimen behind him. "From what I saw of him, he's been doing well."

"Indeed he has." All whirled around to see a man with black hair and a white lab coat.

"Professor Paradox!" exclaimed Jimmy. The time-traveling hero had visited the Plumbers on occasion, requesting their help in stopping anomalies in the time-stream every once in a while.

The professor gave a smile. "Yes; anyway, Ben has been doing well for himself. He's already saved his new universe once, and I daresay he'll…" Paradox frowned and put a hand to his head.

"Professor?" asked a concerned Shifter; she had met Paradox a couple of times, and despite his eccentricity, found him a likeable person. "Are you all right?"

Paradox looked up at them. "I'm fine; however, I must be going. Cheerio, and all that!"

In a flash of blue light, Paradox vanished.

"What was that about?" asked Cooper.

"I don't know," said Jimmy, "but it can't be good."

…

**Watchtower**

Shayera's return to the Justice League had left most members in 1 of 2 camps; some didn't think she could be trusted, while others were at least willing to give her a chance. Ben, on the other hand, firmly believed that he could trust the Thanagarian with his life; seeing Ben, a trusted Leaguer, put his faith in Shayera had actually brought other members to the second camp.

Some, however, wouldn't forgive her for her betrayal. One of those was Wonder Woman, who was currently glaring at her as she walked to her table in the cafeteria.

"Diana's carrying a grudge." Commented Green Lantern, where he, Batman and Ben were eating.

"She'll get over it." Said Batman.

"Hopefully." Added Ben; he'd learned about the Amazon culture, and betrayal of any sort was a crime of the highest order. "How about you, Lantern? Carrying anything?"

"What, with Shayera?" Lantern smiled. "It's been a long time since we were together; we've decided to give each other our space for a while."

Both Ben and Batman looked at him skeptically.

"I'm very happy." Said Lantern.

"Uh-huh." Said Batman, clearly not believing him.

"Anyway," said Lantern, trying to change the subject, "why is it that we always talk about either Ben's love life or mine?"

"More like your lack of one." Commented Ben.

Lantern shot him a look, then asked Batman, "What's going on between you and Diana?"

Most of the senior Leaguers enjoyed implying that there was something going on between the princess and the Dark Knight, Ben included, though he did think that they were a good match.

"There's nothing going on between us." Said Batman.

Ben rolled his eyes, while Lantern said, "Uh-huh."

"I don't have time to pursue a relationship," said Batman, "my work is too important. Diana's a remarkable woman, she's a trusted friend, she's…" he noticed the looks the other two heroes were giving him, "… standing right behind me, isn't she?"

"Don't let that stop you," said Wonder Woman as she put a hand on Batman's shoulder, "keep digging."

"Intruder alert!" the four heroes stood up at the sound of the automated alert. "Dormitory deck. Intruder alert! Dormitory deck."

They rushed to the deck in question, with Ben turning into Swampfire, to find a man in a blue bodysuit, goggles and a silver belt stealing one of Batman's spare utility belts.

"Freeze!" yelled Swampfire, a ball of flame appearing in his hand.

"Y-you weren't supposed to see me!" said the man in a terrified voice. He pressed a button on his belt, and jumped into a white, swirling hole that appeared behind him. The four heroes quickly followed, but began to spin around until Green Lantern created a bubble around them with his ring.

They shielded their eyes as the end of the tunnel became very bright.

…

**Elkhorn, Oklahoma**

When the four exited the tunnel, they weren't in the Watchtower anymore. In fact, they had no idea where they were; all around them dust, mesas and tumbleweeds. Swampfire turned back into Ben and swayed on his feet.

"Everyone okay?" asked Green Lantern.

"I think I left my stomach back on the Watchtower." Moaned Ben.

"Where are we?" asked Wonder Woman.

Before anyone could answer, they heard the sound of guns being cocked; the four heroes turned to see four men on horseback, each aiming a pistol at them.

"Where?" said Batman, "I think the real question is _when_."

The men hopped off their horses and approached them.

"I have to confess," said one, "yer about the most colorfully-attired folk I've ever bushwhacked. You circus-folk?"

"Not exactly." Said Wonder Woman.

The guy shrugged. "I don't care what ya are, so long as ya pay the toll."

"Toll?" asked Ben.

"Welcome to Elkhorn, Oklahoma, folks." The man said, tipping his hat, "This here's Tobias Manning territory." He held out his hand, expecting his "toll".

"You want tribute?" asked Wonder Woman, incredulous, "Money?"

"Well, I ain't particular," he said, his eyes drifting to her hip, "that fancy gold chain will do just fine." Then he cupped her chin in his hand. "Unless there's somethin' else you wanna give me?"

_Bad move, dude, _thought Ben with a smirk.

Wonder Woman heaved the man over her head and sent him flying. One of the others aimed his gun, but Ben knocked it aside and slammed his fist into the man's jaw; just because he could turn into super-powered aliens didn't mean that he didn't know how to fight on his own. The other two fired their guns, but Wonder Woman deflected the shots with her bracelets.

"Those are the biggest, slowest bullets I've ever seen." She commented.

"You're letting them go?" asked Batman, as the two tried to run.

"Oh, no way." Wonder Woman caught the fleeing men with her lasso. She knocked the men out, while Batman and Green Lantern brought the horses over.

"I was afraid of this," said Batman as he pulled a newspaper from one of the saddles, "The Elkhorn Gazette; it's either an amazing forgery or it's less than a month old."

"So?" asked Wonder Woman.

"Look at the date," said Batman, "June, eighteen seventy-nine."

"I have mentioned how much I hate time-travel?" asked Green Lantern.

"Fantastic," said Ben, looking around, "and no Professor Paradox to get us out of here."

"Do you think that Clockwork could get us back?" asked Wonder Woman.

Ben shook his head. "Doubt it; I only know how to do a few things as Clockwork, and actually _moving _through time isn't one of them."

Wonder Woman sighed. "Then if we don't find our sneak-thief, we're stuck here."

"Let's head for the nearest town," suggested Lantern, "see if we can find him."

"We can't go anywhere dressed like this." said Batman, gesturing to their costumes; Ben was wearing his usual attire, but jeans, a green jacket and a black t-shirt wouldn't blend into 1879 America any more than Batman's costume.

"No," agreed Wonder Woman, as she looked at the men she'd knocked out, "we can't."

…

After a brief amount of time changing, the Leaguers were now wearing the men's clothes; fortunately, they were all relatively close in size, even Ben, who was the shortest of the heroes present. However, the clothes were filthy, so Ben used Clockwork to restore them to good condition.

Ben was wearing a dark green, knee-length jacket, dark blue hat and pants, and a black, button-up shirt with brown boots. Diana was wearing blue pants, a white shirt and hat, and brown jacket with brown boots.

Bruce was wearing a long, black coat and hat; his other attire was all grey. John, not wanting to put on the smelly clothes, had simply made new ones with his ring.

"These shoes are killing me." Complained Diana.

"You fight crime wearing high-heels." Ben pointed out.

"High heels that fit!"

"Everyone should probably take one of these," said John, handing out holsters and pistols, "we probably won't be bothered if people see we're armed."

"Or it'll start a gunfight." Muttered Ben, even as he gingerly took the gun; he'd only used the occasional energy weapon, never a gun that fired bullets.

"Your empty holsters aren't going to scare anyone," John said to Bruce, "you sure you don't want one?"

"Positive," Bruce pointed to his utility belt, then hopped onto a horse, "let's ride!"

The other Leaguers followed suit, and their horses took off. It took about an hour, but they made it into town; they had no idea where to look, so they picked a saloon. It seemed cliché, but it was the only idea they had. They entered the saloon and sat at a table in the corner; they received passing glances, but attention returned to the center of the room, where a card game was going on.

"My pappy always said," commented one of the players, a man with a flower on his brown vest and a grey hat on his head, "faint of heart never filled a flush."

"It ain't your pappy's money." Said another man, as he put his cards down. "I fold."

"That leaves you and me," said a man with a thin mustache and a brown coat, "what're you holding, Mister Lash?"

"It'll cost you another five-hundred to find out." Said Lash, pushing forward a pile of chips.

The other man smiled, pushed his own chips forward and laid his cards on the table. "Call; four kings and an ace."

Lash rubbed his chin. "Well now, that's a might perplexing," he said as he put his own cards down, "seeing as how I've got four aces and a king." He started to pull the chips towards himself, but the other man stood up.

"Well, I've got the gun." He pulled out a strange, seven-barreled weapon.

Lash put his hands up, then a small pistol shot into his open palm. "Lotta that goin' around, it seems." The two men stared each other down, before Lash spoke again. "Seem like a waste of a good-sized pot; how 'bout we split it and both walk away?"

In response, the barrels of the other man's gun extended on spider-like limbs and surrounded Lash. "How 'bout I take it all?"

Lash's eyes widened in surprise, but otherwise kept his cool. "Sounds fair, the way you explain it," he said as he put his gun down.

"That technology's from the future!" Diana hissed, as she started to get up, while Ben was reaching for the Ultimatrix.

"Wait," whispered Bruce, "we don't know how things work here yet." Diana and Ben looked at each other, but sat back down.

Two men grabbed Lash by the arms, while the other man's gun went back to normal. "Hang 'im at dawn."

"Don't I get a trial?" demanded Lash.

"Sure." The man leaned in close. "You're guilty; my town, my rules."

"Wait a minute!" cried Lash, as he was being dragged off, "Can't we talk about this? How 'bout another hand? Double or nothing!" But it was too late; he was dragged off.

"I think we know how things work here now." Commented John.

"We have to help that man!" said Diana.

"That's not what we're here for," said Bruce, "someone's tampering with history; the stakes are much bigger than the life of one card shark."

Diana stared at him, then got up. "Then it's settled; we'll break him out after sundown."

As she walked up, Ben smirked at Bruce, who hadn't responded.

"What?" he asked.

"Wha-ksssh!" said Ben, making a whipping motion with his hand, while John chuckled.

…

Later that night, at the jail, Lash was trying to force the bars on his window open, but with no success.

"That's not going to work. I tried already."

Lash turned to the occupant of the cell next to his, a small man with a grey beard.

"Yeah, those bars are cheap pig iron," continued the man, "but they're plenty strong enough to hold; at least until morning, when they come to hang you."

"Do you mind?" asked an annoyed Lash, "I'm trying to plan an escape over here."

"How's it coming so far?" asked the other man.

"I'm working on it!"

A clang against the bars to Lash's cell made both men look up. "Quiet down in there!" barked the guard.

"That's just what I was telling him!" said Lash, pointing at the other man.

"Ooooh! Ooooh!" all three men turned to see a pale, one-eyed ghost flying towards the guard, hands held out, as if to steal his soul.

Ghostfreak flew up to the guard, who was so scared that he couldn't move. "Boo!"

"Ah!" the guard turned and ran, right into the wall, and knocked himself out.

Ghostfreak would have smiled, if he had a mouth, so he settled for chuckling, then slapping the Ultimatrix dial. The men in the cells covered their eyes from the green flash, before looking at Ben.

"How'd you do that?" asked Lash.

Ben shrugged. "A magician never reveals his secrets."

Lash smiled. "Fair enough."

The other heroes came in. "I'll get the door," said John, his ring making a key, until Diana simply ripped the door off its hinges, "or you could do that."

Diana handed Lash his holster and gun, while Bruce told him, "I'd get out of town if I were you."

"I'd like to," said Lash, "but my pappy always said, 'a man who sticks his head in the sand makes a pretty good target'. I've got business to conclude before I leave." He twirled his gun, then re-holstered it, before holding out his hand to Diana. "Bartholomew Aloysius Lash. Friends call me Bat; Bat Lash."

Diana shook his hand, while John made the introductions. "I'm John; these are my friends Diana, Ben and…" he hesitated when he reached Bruce, who never told anyone who he was while he was working.

"…Bruce." Finished the detective.

"We're lawmen," continued John, "looking to bring a criminal to justice."

"You may have seen him," said Ben, "he's got amazing machines. We think the man who put you in here works for him."

"Not exactly." The five turned to see the other man, and the heroes recognized the voice. It was the time-traveler!

"You're…" began John.

"David Clinton," said the man, "inventor of the chrono-suit, at your disposal."

"You tried to steal Batman's utility belt." Diana stated.

"And you chased me," said David, "but time-tunnels are somewhat counter-intuitive. Even though you were only seconds behind me, I arrived here nearly six months before you did."

"Where's your time-travel device?" asked Bruce.

"Now there's a story." David hung his head. "As soon as I got here, I was robbed."

"By Tobias Manning." Guessed Ben.

"Yes, he did; he took my suit and used it to take over this town." David began to pace. "He keeps taking trips to the future and coming back with stolen technology. He keeps me here to teach him how to use the stuff that he can't work out for himself."

"Which I'd suspect is most of it," commented Lash, "what with him being so mule-stupid and all."

"It's been horrible in here," said a begging David, "humiliating! I just want to go home; I'll gladly accept my punishment if you help me get back."

"How did Tobias take over a whole town with a time machine?" asked John.

"With future-tech, of course." Said David, like it was obvious.

"Like his surveillance cameras." Said Bruce, pointing up; sure enough, a camera was pointing right at them. "We need to go. Now."

"You're with us," said Diana, ripping open the doors of David's cell.

"Now that's a healthy gal," commented Lash, as they made their way out.

They were only saved from getting killed by gunfire because John was able to bring up a shield in time. Bullets pinged off; they were safe, for the moment.

"I've got their positions," said John, "I'm gonna take 'em down."

"Don't hurt anyone," warned Diana, "we could accidentally change history."

"Little late for that, don't you think?" asked Ben.

Bruce heard a noise behind him, and turned to see the prison guard, who'd regained consciousness. The man reached for his gun.

"Go ahead," said Bruce as he reached for his utility belt, "give me an excuse."

The guard could see that Bruce didn't have a gun, so he went for his own. By the time his hand wrapped around the grip, Bruce had ripped it out of his hand and knocked him out.

"Now that's just showing off." Commented Ben.

Outside, the gunfire was starting to lessen.

"Something's happening out there," said John.

"Somethin's happenin', all right," said a very happy Lash, "the cavalry's arrived!"

After a few more gunshots rang out, everything was silent. The group emerged from the jail to see a rather strange trio. One was a Native-American, and he was by far the most normal. There was a man dressed in black and red, wearing a red mask and had a whip at his side. The last was a massive man that wore a gray shirt and wide-brimmed hat, which only partially concealed a large, distorted eye and torn mouth.

"Who are you people?" asked John.

"Sheriff Ohiyesa Smith." The Native-American said.

"El Diablo," said the masked man with a Spanish accent, "ever at the service of justice."

"Jonah Hex." Said the disfigured man, "Don't have a lot of time for jawin'. In these parts, there's an abundance of bad men who need settin' straight." To punctuate his statement, Hex loaded a pair of shells into his shotgun.

Hex then looked the heroes up and down. "If you all are workin' for Tobias, there's gonna be difficulty."

"Easy, Jonah," said Lash, "they're with me. They helped me out of a spot while I was here incognito, tryin' to find out more about Tobias."

"What have you learned?" asked Smith.

"Among other moral failings," said Lash, "the man cheats at poker."

"Heh, I coulda told ya that." Said Hex, then spat off to the side.

"Okay, I'm a little lost." Ben stepped forward. "Someone want to fill us in on the whole story?"

"I've lived in Elkhorn since the war," said Smith, "and I've been sheriff most of that time. This here's a mining town, booming too. Folks sometimes get a might rowdy on payday, but still, it's a good place to live. There's never been any mischief I couldn't handle; that is, until about six months ago. Tobias Manning's always been trouble; I've run him out of town before. Well, he came back, and this time he had, I don't know, magic powers."

"There's no such thing as magic, my friend." Said El Diablo, "It was some sort of trickery."

_Dr. Fate and Zatanna might have something to say about that, _thought Ben.

Smith continued, anger in his voice. "Well, he tricked me near to death! Then he beat me good and ran me out of town like a stray dog. He took over the town, and runs it like his own personal kingdom. He treats the townspeople like slaves; that's unacceptable to me."

"The sheriff went looking for men to help take Tobias down," added Diablo, "and he found us."

"And what's yer stake in this?" asked Hex.

"We're lawmen, too." Said John.

"From back East?" asked Hex.

"Sure." Lied Bruce.

"We came here to bring this man to justice," explained Diana, pointing to David, "indirectly, he's the source of your trouble too."

"Tobias stole a dangerous weapon from him," added Ben, "and we need to take it back. Since we want the same thing, maybe we should work together."

"I ain't about to turn down help." Said Smith.

"What's the plan?" asked John.

"Plan?" snorted Hex, "We put him in the ground."

The four natives to the timeline walked to their horses. The Leaguers, plus David, looked at each other for a moment, then followed. The nine of them got onto their horses and rode off.

After a while, Hex turned to Ben, noticing the Ultimatrix. "Fancy wristwatch you got there, son. I reckon you folks are time-travelers?"

Ben gave a nervous smile. "Now, where would you get a crazy idea like that?"

"Experience." Replied Hex easily, "I've had an interesting life."

"We're getting close." Said Smith, "I wanna warn you, there's some downright unusual activity going on hereabouts; don't let it throw you."

"Don't worry," said John, "we've got a lot of experience dealing with unusual…" he trailed off as a pair of mechanical pterodactyls, with gun-toting riders, flew in close. "I'm sorry, you were saying?"

"Ben, Diana," Bruce barked, "take care of them."

"Got it." Ben jumped off his horse and slammed down on the Ultimatrix. "CHROMASTONE!"

"What the…" said Lash. Then his jaw dropped as both Chromastone and Diana flew into the air.

Both riders fired energy weapons, but Diana deflected shots with her bracelets, while Chromastone simply absorbed them. Diana then ripped the wing off the one of the robots, while Chromastone fired a blast of energy that disabled the other. Both riders deployed jetpacks and flew off.

"Why would they need robot dinosaurs if they had jetpacks?" asked Diana as they flew back down to their horses.

"For the coolness factor?" suggested Chromastone, before he turned back into Ben and hopped onto his horse.

Everyone else simply rolled their eyes.

…

When they reached Tobias' camp, they took cover behind some stones, while Smith took a look at the defenses. He didn't have a lot of time, however, because he was detected by the guards; robots, dressed in cowboy attire. Several dozen more robots ran out, firing automatic and energy weapons.

"Now might be a good time to turn into that purple rock-man!" said Lash to Ben, as the group took cover.

Ben shook his head. "I've got someone else in mind." he activated the Ultimatrix and searched until he found the alien he wanted, then slammed the dial.

"CANNONBOLT!" the new alien was large, and mostly white, with yellow plates on his back, head and limbs. Cannonbolt then rolled up into a ball and sped down into the mass of robots, shots deflecting off of his shell, and sent many of them flying.

The rest of the group, save for David, charged in, easily laying waste to the robot soldiers. Occasionally, they met up with one of Tobias' lieutenants, and each one had something very out of place with the Old West. One rode a Velociraptor, another drove a tank, and three were inside of giant robots, but the team defeated them all. All that was left was their leader.

"Tobias!" roared Smith.

"If it isn't 'Pow-wow' Smith." Smith turned to see Tobias come out of a shed. "Wasn't expecting to see your sorry hide again."

"I've told you before about calling me that," growled Smith, "it ain't gonna happen again."

"No," agreed Tobias, as he extended the barrels of his gun again, "I expect this is gonna be the last time. Go for you gun, chief, so I can ventilate ya proper."

Behind Smith, the rest of the heroes stepped forward, and Cannonbolt turned into Diamondhead.

"Seven guns, seven of us," said Bruce, drawing a batarang, "nobody miss."

A moment later, a batarang, two bullets, an energy-ring blast, a whip, a bladed tiara and a shard of diamond reduced Tobias' weapon into scrap.

"My guns!" shouted Tobias.

"You and me, partner," said Smith, "right now."

Tobias smirked. "Another day, lawman." He ran back into the shed, and emerged from a skylight, on the back of a winged, robotic horse.

"I can't catch him in the air!" raged Smith.

"You can with help." Diamondhead slapped the Ultimatrix dial. "JET RAY!"

Jet Ray picked Smith up by the shoulders with his feet and pursued, the fast alien quickly catching up to the robot. He tossed Smith through the air; the sheriff landed on the back of the horse and punched his enemy. Without anyone to control it, the robot crashed into the ground. Both men were flung clear of the crash, and struggled to their feet.

"Have it your way," said Tobias, as he pulled out a knife, "let's finish this!"

While Tobias might have acted threatening, he wasn't a threat when it came down to a fair fight; Smith beat the stuffing out of him, finally knocking him out with one final uppercut. As the rest of the group caught up to him, he pulled off the chrono-belt that Tobias was wearing.

"This what you're looking for?"

…

After a short rest, the group gathered up all of the technology that Tobias had hoarded, and Green Lantern, now in his uniform along with the other Leaguers, sent it into the sun with his ring.

"Near as my ring can tell," he said, "that's everything that shouldn't be here."

"Shoot," said Lash, "I wanted one of them fancy ray-guns."

"Ain't dependable," Hex warned him, "they jam."

"I don't suppose you could keep all this a secret?" Ben asked Smith.

The sheriff smiled. "Who would believe us?"

A short distance away, Batman and David were working on the chrono-belt.

"Oh, you forgot to reset the compensator." David said, reaching for the belt, "Here, let me." He pressed a button, and Batman was hit by a wave of energy and collapsed.

David snatched up the belt and created another time-tunnel, just as the other Leaguers ran to their fallen friend. "Or maybe I'm lying!"

Laughing maniacally, he jumped into the tunnel, followed closely by the four superheroes. The others tried to go after them, but the time-tunnel vanished.

_Here we go again, _thought Ben, as they headed to who-knew-when.

…

**Neo-Gotham, 50 Years Past Present Day**

The four Leaguers flew out of the time-tunnel, and rose unsteadily to their feet.

"We've been expecting you."

The heroes looked up to see a pack of strange people that looked like sci-fi clowns walking towards them. The looks on their faces clearly showed that they weren't friendly. Before the clowns got closer, a bolt of purple lightning cut a furrow into the ground, and three people showed up.

"But I don't think you were expecting us!" the speaker, an older African-American man with grey dreadlocks and a purple coat, landed on the ground, next to a man in a black suit with pointed ears and a red bat-symbol on his chest. Next to him was another man, wearing silver armor and had black wings.

Green Lantern walked up to the man with dreadlocks. "Static?" he asked in disbelief.

The winged man stared right back at Lantern. "Dad?"

Ben sighed. "Looks like it's gonna be one of _those _days."

**To Be Continued…**

**Oh, Old West heroes, you will never cease to amuse me with your awesomeness. I know I didn't give much attention to those guys, but hey, they only got one episode in JLU, so whatever.**

**And yeah, I added in a little bit of the Plumber's Helpers, who are now leading the Plumbers on Earth, alongside their newest members, the Ultimen. And heeeere's Paradox! And also, next up: MORE CAMEOS!**

**Who am I? I am… Iron Muffin!**


	17. Chapter 14

**BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. BUT AFTER I USE MY TIME MACHINE TO GO BACK AND BECOME CEO OF BOTH MAN OF ACTION AND DC COMICS, THEY SOON WILL BE. MWAHAHAHA!**

**Okay, first, I know that you all want to see what might be in Ben's future, and you know what? You're gonna get it. Happy birthday!**

**PS: Batman Beyond will be known as Neo-Batman, just so we can tell who's who.**

Ben 10: Unlimited

Chapter 14

The Once and Future Thing, Part 2

**Neo-Gotham, 50 Years in the Future**

It had been one of _those _days for Ben Tennyson. First he, Batman, Green Lantern and Wonder Woman had followed a time-travelling thief back into the Old West, where they teamed up with heroes from that era to help stop a criminal who'd been using future-tech. Then, when they thought they were going home, the thief, David Clinton, had tricked them, and escaped into another time. The heroes had followed, and now they were in an unfamiliar timeline, being attacked by clowns.

All in all, Ben had been happier.

Things could have been worse, however; they'd gotten aid from other heroes, one of whom was a much older version of Static, a reserve-member of the Justice League in their time. The man in the black suit and the other with black wings, however, were a mystery.

"We need to get out of here," said the man in black.

"Leaving so soon?" asked one of the clowns, a guy wearing black and orange, and looked like he'd been stitched together out of corpses, "You didn't even take any party favors!" with that, he threw a pumpkin into the air, which began depositing small, but very powerful explosives on the heroes.

Green Lantern threw up a shield, but already it was beginning to weaken.

"That's not gonna hold!" Warned the winged man.

Sure enough, the shield failed, and the heroes split up to deal with their opponents. Wonder Woman faced off against a fat clown in a pink shirt and mask, his lower body replaced by a large ball. He drew a double-bladed energy sword and swung; Wonder Woman blocked it with her bracelets, but was thrown into bouts of unbelievable agony.

Green Lantern the man in black fought identical twin sisters, wearing clown makeup and wielding energy-whips.

"Look, Dee Dee," said one, "another Green Lantern."

"He's much cuter than the last one we killed," said the other, "don't you agree, Dee Dee?"

The heroes fought them off as well as they could, but every time they hit one of the twins, they divided into two more. If they didn't end the battle soon, they'd be facing an army.

The winged man fought a true freak; he looked like a humanoid hyena, only with mechanical arms. The battle wasn't going well for the winged hero; the hyena was too fast and too strong.

Ben, now transformed into Big Chill, was fighting a big, red-garbed clown with a hammer for an arm alongside Static. Ben had met the hero in his own timeline; he was a pretty good kid, if a little cocky at times, but Ben had been like that himself, so he wasn't one to judge. Besides, he, Static, and his best friend Gear, had become good friends.

"So, Static," said Big Chill, as he phased through the clown's attack, "what's new?"

"Oh, you know, the usual," said Static, as he used his electromagnetic powers to slam a dumpster into the clown, "stopping bad guys, saving the world, meeting dead people, the usual."

"Ah, just a normal day at the office, then."

"Would you two hold still so I can pound you!?" roared the clown.

"Now, why would I do that?" asked Big Chill, as he sent a breath of frost at the clown. He was only frozen for a second, before he broke free.

Batman was fighting the stitched-up man, and was doing a fairly good job of avoiding his blows, but it was only a matter of time before one of the freak's hands, which had turned into buzz-saws, hit him.

"We need to get out of here!" said the man in black.

"What we _need _is reinforcements!" said Static. "Hey, Ultiman, where are you!?"

Suddenly, a blur struck the ground in front of the hyena, and a gloved fist sent the freak flying into the air. When the smoke from the impact cleared, Big Chill could see who the fist belonged to. It was a man, in his mid-thirties and a few inches taller than Ben, wearing a black t-shirt, olive pants and combat-boots. He had black, fingerless gloves, and a gauntlet on his left wrist that reminded him of the Ultimatrix, but it was blue in color, and instead of the normal dial, a button with an "S-shield" stood out. The man smiled as he ran his hand through his blond hair.

"Sorry I'm late," the man said sheepishly, "I was cutting off some reinforcements."

"Whatever, man," said Static, "just give us some cover!"

"Right!" in the man's hand appeared a fireball, which he hurled at the now-regrouped clowns. They fell back from the now-raging inferno, giving the heroes some breathing room.

"_Now _we need to fall back." the man in black repeated.

"No way!" said Wonder Woman, "We're the Justice League, we don't back down from a fight!"

"Besides," added Big Chill, "we were winning!"

The blond-haired man, Ultiman, shook his head. "Only for now; once their backup arrives, we'll be toast."

"The new guys are right," said Green Lantern, "Static, give us a light-show!"

Static focused his power, and released a blinding flash of electricity. When the clowns uncovered their eyes and got through the flames, their quarry had vanished.

…

The League members followed their new allies down a dark, polluted tunnel. The time-travelers were more than a little shocked to see historical building littering the streets, such as the Sphinx and the Coliseum, but the others got them to get moving again.

"Where are we headed?" asked Wonder Woman, "Teleporter coordinates for the Watchtower?"

"Not exactly." Said the man in black.

After an hour of walking, flying and doubling back to make sure they weren't followed, the group arrived at an old, run-down high school.

"Geez," commented Big Chill, "my parents' garage was a better secret base then this."

Only Ultiman laughed. "I missed that."

"Huh?"

Ultiman shook his head. "I'll tell you later."

They entered the school, the inside just as littered as everything else they'd seen of the city. Ben, now back in his human form to allow the Ultimatrix to recharge, had seen better-looking warzones.

"_This_ is Justice League HQ?" asked Batman.

"For now." Replied Static, as he turned on a computer. "We're all that's left of the League."

Ben was shocked; the Justice League, which had numbered close to 5-dozen members, had been reduced to only four people? What had happened to everyone else? What had happened to Flash, Zatanna, and Steel… what had happened to Kara?

"You've traveled to about fifty years into your future." Said the man in black, "And by the way, I'm the new Batman. Welcome to Neo-Gotham."

"Then I'm calling you Neo-Batman, just to clear up any confusion." Replied Ben, after getting over his shock. Neo-Batman glared at him.

Lantern walked up to Static. "Last time I saw you, you were too young to drive; you look good for a man your age."

"The miracles of modern medicine," said Static, "sixty-five is the new thirty."

"What happened to the Watchtower?" asked Batman.

"Gone," said Neo-Batman sadly, "We lost a lot of good people that day."

"You mean Superman, J'onn and all the others?" asked Wonder Woman.

"Yeah," said the winged man, taking off his silver helmet and looking at them, "you guys too."

"And the Batcave?" asked Batman.

"This is all we have left," said an old, but familiar voice, as an elderly man stepped from the shadows, supported by a cane, "deal with it."

The time-travelers were shocked; it looked like him, but it couldn't possibly be… Batman walked up the old man.

"Surprised to see me?" asked the old man.

"A little," admitted Batman, "but I'm more surprised to see I've lived for so long."

"Batman, Bruce Wayne," said Neo-Batman, "Bruce Wayne, Batman; or have you met?"

"Not now!" Both Bruce Waynes barked.

"Great," moaned Neo-Batman, "what did they used to call it? Stereo?"

"This is a little weird for everybody," said the winged man, holding out his hand to Lantern, "I'm War Hawk; Rex Stewart."

Ben wasn't as surprised as he should have been; he could tell that John and Shayera had feelings for each other, so why wouldn't they have a kid somewhere down the line?

"Your mother," said Lantern slowly, even as he shook War Hawk's hand, "who is she?"

"Kind of obvious, don't you think?" asked War Hawk, gesturing to his wings.

"And I'm Ultiman," said the blond man, holding out his hand to Ben, "Kenneth Max Tennyson."

Okay, _now _Ben was shocked; sure, Paradox had once told him that he had a son, but that had been an alternate timeline. He had a son in this universe? Kara hadn't even decided when she was going to permanently move in, and suddenly he had a son? Was his mother Kara? Feeling a little numb, Ben shook his future-son's hand.

"And before you ask who my mom is, it's…"

"It's Kara, isn't it?" asked Ben. He may have been surprised, but he also didn't see himself starting a family with anyone else.

"Yep." Ultiman grinned, then wrapped his father in a hug. "It's good to see you again, Dad."

"Ken!" Ben gasped, "Air!"

"Sorry!" As son released father, the two stared at each other.

Then Ben fainted.

"Ben!" Wonder Woman rushed to his side. "Is he okay?"

"Ah, don't worry about it," said Static dismissively, "he did the same thing when Kara told him she was pregnant. He'll be fine in a minute."

Sure enough, Ben groggily got back up and stared at his son. "So, you're half-Kryptonian?"

"Uh-huh," Ken said, "although I don't have full-strength Kryptonian powers, I did inherit a few things from the Ultimatrix. By the way, it's putting a little alien DNA into you; nothing to worry about though, just giving you a heads-up."

"That's why you have Heatblast firepower."

"Yep, plus intangibility, energy absorption and this." a green tendril of energy emerged from his hand and dusted off Ben's jacket. "With those, and my Kryptonian abilities, I have ten powers; I used to go by Ken Ten for a while. Named myself Ultiman after you… well…"

"Ah, don't worry about it! Besides, you used Mana!" Ben grinned. "You inherited the Spark of the Anodites! Grandma Verdona's gonna flip when she finds out!"

"Would you two stop grinning like idiots?" asked War Hawk sternly, before turning to Static, "And why do you think that this is anything to joke about?"

"Because we already won," said Static, "think about it; if old-Bruce is here, that means he already lived through this as Batman, and the only way for Ken to be here is if Ben survived too."

"Flawless logic," said Bruce, "except that I have no memory of going to the future and meeting my older self, or of anything else that's going on today."

"Those historical buildings we saw earlier," said Batman, "the timeline's become polluted."

"So polluted that time itself is becoming fluid." Mused Ben. He looked up to see the others staring at him, even Ken. "What? I've had enough experience with time-travel to know when things are getting bad."

"Very astute, Ben." The heroes turned to face the source of the new voice, most charging up powers or drawing weapons, before…

"Wait!" shouted Ben, putting himself between the others and Professor Paradox. "He's a friend." He turned to the time-walker. "I had a feeling you'd show up eventually, Paradox."

The Professor smiled. "I'd say I've arrived right on time." Both Ben and Ken groaned at the time-pun, as Paradox held out a paper bag. "Now then, before we compare notes, would anyone like a gumball?"

…

**Onboard the Titanic, Neo-Gotham**

David Clinton, now known as Chronos, walked into a dining room aboard the _Titanic_, holding the hand of his wife, Enid.

"Enid, I must say that I am vexed; yes, vexed is precisely the word."

"Y-you mustn't let yourself get upset, David." Said a nervous Enid; before he'd become a time-travelling conqueror, David Clinton had been weak and easy for her to boss around; now, it was her turn to be scared of _him_.

"You're right, dear," Chronos said, before looking at the clowns, a gang known as the Jokerz, whom he'd sent to kill the League, "but here we are. Now, look at it from my point of view; I go to the trouble of taking over the whole city, just so I can have a place to keep my collection…"

"And it's a beautiful collection, David." Added Enid, hoping that her husband would forget that she'd called his collection a worthless pile of trash.

"I was gonna say the same thing, boss," said the fat Joker, called Chucko, "for instance, this is a really nice boat; big!" the other Jokerz nodded, but Chronos leaned in with a glare.

"Don't patronize me, Chucko, and especially don't interrupt me."

"I'm sorry."

"Sorry, _what_?" the Jokerz looked at each other; they hated doing this. "Everybody?"

"Sorry, Lord Chronos." The clowns said in unison.

"It doesn't seem right." Chronos said as he paced, "I go to the future, I give you the technology that gives you all your powers, I let you run amok in my city, in return for the occasional… security job, and what do you do in return?"

The twins looked at each other. "Ummm…" they both said.

"That was rhetorical!" shouted Chronos. "The point is, I gave you an easy job: take care of Batman, Wonder Woman, Green Lantern and Ben Ten; it should have been fifteen minutes work!"

"But the Justice League showed up!" protested the big one, named Bonk, "They got in our way!"

"Yes, they did," agreed Chronos, "and the question arises: who told them where and when the four would show up? I mean, I told you; and I only know because I'm the undisputed master of space and time."

"I'll look into it, boss." Said Chucko confidently, "I'll find out where the leak was."

"No, don't trouble yourself, Chucko," Chronos said sadistically, as he leaned in to whisper in the clown's ear, "I already know."

He touched the button on his belt, and an image of the past appeared before them all. It showed Neo-Batman handing a large sum of money to someone.

"Someone's getting a payoff," said Chronos, "yes, he is."

The image soon showed who was getting paid; it was Chucko himself. The other Jokerz stepped away from their soon-to-be dead comrade.

"Chucko, Chucko, Chucko." Said Chronos in a mock-disapproving tone, "You've been a very bad clown."

Then Chronos opened another time-tunnel, grabbed Chucko, and hauled him inside. When they emerged, they were in the late-Cretaceous period. Chronos pushed the clown forward.

"Enjoy your stay." Then Chronos returned to the future. Chucko looked around, and saw a T-Rex charging at him. He activated his energy-sword.

"You think I'm scared!?" yelled the clown. "I'll be runnin' this dump in a few ye…" he looked up and saw a very large asteroid heading towards the Earth. "Oh, phooey."

…

As Chronos stepped out of the time-tunnel, he looked at the very frightened clowns.

"Do you know what killed dinosaurs?" he asked, getting a chorus of silently-shaking heads. "Well, Chucko does; and unless you want to find out firsthand, you'll go finish off the Justice League. Skedaddle! Time is money!"

The Jokerz ran off, and Chronos sat down on the couch, next to his wife. "Actually, time is the non-spatial continuum in which events occur linearly, usually in the direction of increased entropy, but the clowns seem to relate better to the money thing." He pulled his wife into a non-reciprocated embrace. "Oh, Enid, look at what I've done; and you said I'd never amount to anything! I guess I showed you!"

Enid gave a weak smile, as her husband let out a mad cackle, then continued. "Now, I've taken over all of Gotham, which gives me plenty of space to store my antiques; did you notice that I took that stuff out of the garage? You can park there now, if you like."

"Thank you, David." Enid seemed to remember something. "David, didn't you once say that it was dangerous to take important things from the past, that it could damage time somehow?"

David's eyes narrowed. "Don't you think I can handle it?"

"O-of course I do!" Enid got up and began giving her husband a massage. "Dear?"

"Hm?"

"Do you know what would make me happy? If you let my mother out of the… thing, like you promised."

"We'll see." Chronos said, in a tone that meant "no". "Rub my neck."

Enid did so, but she continued to talk. "It's just that, it seems cruel to keep her there so long…"

"Your mother also said that I'd never amount to anything," Growled Chronos, "and you agreed with her!" he got up, his whole body shaking with insane rage. "Whatever I do, whatever I accomplish, it will never be enough for you, will it!? I just wanted you to love me! I'm sick of this and I'm sick of _you_!"

"Wait, baby, please!" begged Enid, "Isn't there anything I can do to make this right?"

"I sincerely doubt it." Chronos marched to the captain's quarters without another word. He sat down and brooded.

"Marriage to the wrong person can be difficult, can it not?" Chronos turned to see a man in a white lab coat on the other side of the room, looking at him in disapproval. "Trust me; I've seen enough relationships over the millennia to know."

"Who are you?" demanded Chronos, reaching for his time-belt.

"No need for violence, I simply wish to talk, one time-traveler to another." The man gave a disarming smile. "I am Professor Paradox, and I know that you are David Clinton, though I believe that you go by Chronos now, correct?"

Though he was losing his grip on sanity, Chronos was intrigued by this other time-traveler. "What do you want? If it's antiques you're after, I'll have you know that these are all mine!"

Paradox shook his head. "I have no need for trinkets such as these, or any belongings, for that matter. I do have a warning, however."

"A warning? About what?"

Paradox looked at him sternly. "If you do not surrender to the League immediately, everything will be gone; your collection, your "troops", your wife, everything. All of time will unravel; all of reality, the multiverse itself, will cease to be."

Chronos laughed. "That's it? A pathetic attempt to make me give up? Don't be ridiculous! Get out of my…" but Paradox had already vanished, leaving Chronos to do nothing but fume.

…

**Meanwhile, At Justice League HQ**

After an hour regaling the future-heroes with what happened in the Old West, everyone was brought up to speed. Paradox confirmed that every piece of future-tech that Tobias Manning had stolen had indeed been destroyed. Batman hadn't said much, leaving the story-telling to the others, while he worked on something at the computer.

Ben, meanwhile, was trying his best not to learn too much about his future; Paradox had warned him many times over the years about the dangers of knowing what could happen. Still, he was amazed; while he and Kara loved each other very much, he hadn't known if they'd start a family. After all, they'd only been dating for 10 months. He hadn't even known if it was possible to have a child with a Kryptonian, but now proof, in the form of Kenneth Max Tennyson, was right in front of him.

He returned his attention to the computer, which showed a picture of David, now calling himself Chronos, wearing a ridiculous green and white jumpsuit with an hourglass on his chest.

"We still don't know much about him," said Neo-Batman, "but obviously, he's a time-traveling warlord; he's littered the streets with buildings he's stolen from other timelines."

"Oh, trust me, dude, he isn't a warlord." Ben smirked as he spoke. "He was a collector of random stuff when we first met him."

"He's causing severe damage to the space-time continuum," said Paradox, "and if something is not done soon, we will see the destruction of the multiverse; the end of reality itself."

"So, it's Aggregor-bad?" asked Ben.

"No, it's much worse," said Paradox, "while Aggregor wanted to reshape reality in his own image, this is simple annihilation; the end of everything that ever was, is and will be."

"Oh." Ben glanced at the others, who looked shocked, then shrugged. "Pretty bad, then."

"I've got something that might prevent that." Everyone turned to Batman, while Paradox had a slight smile on his face. "While we were in the Old West, I got a good look at his time-belt." He typed a few more keys on computer, then pulled out a small disk. "I've written a program that should disable it."

"If we can get close enough to upload it." Said War Hawk.

"If we can get our hands on the belt," said Wonder Woman, "maybe we can stop any of this from happening in the first place." Then, to the others' shock, Wonder Woman began to disappear! "We could even undo the deaths of…" she never finished her sentence; she vanished entirely.

"Diana!" yelled Batman, stretching out his hand to grab her, but she was already gone.

For a moment, all the others could do was stare in horror.

"She… never left the island?" asked Bruce.

"Or she was never born." Replied Batman.

"Time is running out," said Paradox, pointing to a monitor, which showed a massive wave of light that was slowly erasing everything in its path, "quite literally so."

"We need to find Chronos." Said Neo-Batman after a moment.

"How?" asked Static, "He could be anywhere."

"I don't suppose you could tell us, Paradox?" Ben asked hopefully.

Paradox shook his head. "The map of the timestream is becoming obsolete; Chronos' meddling is interfering with my powers. I can't locate where he is now; all I could do was try to dissuade him, but that endeavor failed. I'm sorry."

"Batman?" asked Ken, "Where are you going?"

"Sometimes the old ways are best." Answered the Dark Knight, as he marched to the door.

"It won't work," Neo-Batman protested, "you don't know your way around here; a lot of things have changed."

Batman turned his head. "Are criminals still superstitious and cowardly?"

Bruce nodded. "Yep."

"Good enough for me." Then he walked out.

…

After a short while, Batman stood on the rooftop of a skyscraper, looking out at the city; he knew where his prey was, all he had to do was wait. He turned at the sound of footsteps and saw the stitched-up Joker.

"You're supposed to be the _real_ Batman, right?" he asked, "I mean, the first one; I've seen history-cubes about you. It's hard to believe somebody as stupid as you ever beat the Joker." Then his hand turned into a buzz-saw.

Batman's eyes narrowed. "Maybe I'm smarter than I look."

The Joker ran at him, saw raised, but he only took a few steps before he was blasted by two bolts of electricity. Batman looked up to see the other heroes; it had been Static and Ben, now as Ampfibian, who had disabled the cyborg. The non-flyers were standing atop a disk made of green Mana, courtesy of Ultiman.

"Oh, terrific." Groaned the Joker, as the heroes landed on the roof.

"You've got some information we need, Ghoul." Said Neo-Batman.

"You won't find me the talkative sort." Ghoul said defiantly, but his leg was snatched up by Batman, and he found himself dangling over the edge of the building.

"Where's Chronos?" demanded Batman, "My arm's getting tired."

"I can't believe I was ever that green." Bruce grabbed Ghoul by the shirt and threw him halfway across the rooftop; he walked up to the terrified cyborg, his cane raised. "_This _is how you interrogate someone."

…

"… and we've got nine thousand, four hundred and fifty-three active Jokerz, organized into about two hundred smaller groups," continued Ghoul's confession, "and I don't know where Chronos is; he contacts us! He spends every night in a different one of those old buildings." He looked up into Bruce's eyes. "There's no way of knowing ahead of time where he's gonna be; that's everything I know! I swear!"

"Everything?" asked Bruce.

Ghoul looked away. "I wet my bed until I was fourteen."

"Oh, dude, I did _not _need to hear that!" said Ben. He'd turned back to normal halfway through the interrogation, which was still one of the most terrifying things he'd ever seen.

"Losing my patience." Growled Bruce, taking out his cane again, but he stopped when Batman put a hand on his shoulder.

"I can't control my friend here much longer," said Batman, "so you'd better give us something we can use."

"His wife!" Ghoul said, desperate to avoid the old man, "I know where his wife is!" As Batman got the information, Static turned to Green Lantern.

"Wow; _Batman _playin' 'good cop'."

"Everything's relative." Said Lantern with a shrug.

…

**The Great Pyramid of Giza, Neo-Gotham**

As they reached the last few blocks away from the pyramid, Ben finally turned to Paradox; he'd been meaning to ask the time-walker a question for a while now, but hadn't quite worked up the courage.

"Hey, Professor," he said, "I've got a question; I know it's kind of a bad time, but…"

"Time is neither good nor bad, Ben; it simply is." Paradox nodded at him to continue.

"Well, I was hoping you could tell me… how did I get to this universe?"

"Ah, that." Paradox looked down, a little sheepish. "That is easy, Ben; I brought you here."

Batman was impressed by the blank, emotionless look on Ben's face. The rest of the group, minus Bruce, who'd returned to Headquarters, paused, curious to see what Ben would do. After a moment, he walked up to Paradox, nodded, then punched him in the face, knocking him to the sidewalk.

"Whoa, Dad, easy!" Ultiman grabbed Ben by the shoulder, in case he tried to continue his attack.

"I suppose that I deserve that," said Paradox, standing up, "but considering that you were about to kill yourself, I had no choice."

"Oh, I have no problem with you saving my life," said Ben, his voice gaining more and more anger with each word, "I don't even mind you sending me here; in fact, I like it here. What makes me mad is that you sent me here without even sending a damn note!" Ben hardly ever cursed, so it was pretty revealing of how mad he was. "I was lost, confused and surrounded by aliens that wanted to kill me!"

"I know, Ben, and for that, I apologize." Paradox hung his head. "Can you forgive me?"

For a moment, Ben only stood there; then he spoke. "You owe me a favor, Paradox; and as long as I promise to not interfere with history, you'll grant it, no matter what it is." It was a demand, not a request.

Paradox tapped his chin in thought, before nodding in agreement.

"All right then," said Ben in a much more cheerful voice, "let's save the multiverse, shall we?" he activated the Ultimatrix and slammed down the dial. "RATH!"

…

Security in the pyramid was light, if a little strange; it was guarded by robots, which were covered in fake skin to make them look muscular, zombie, Egyptian-styled versions of the Joker. They weren't much of a threat, and were taken down easily. Rath broke down the door to Chronos' wife's room, and Green Lantern walked forward.

"Enid Clinton," started John Stewart, but suddenly he was replaced by a Caucasian man with a mask covering his eyes; he still wore the uniform of a Green Lantern and still had a power ring.

"… We've got business with your husband." The man looked at everyone else, who was staring at him; Rath had even turned into Ben, purely out of shock. "What?"

"John?" asked Static.

The man took another look around at the others. "Hal Jordan; it was another time-shift. I'm up to speed, carry on."

As he walked to Enid, Neo-Batman looked down at his feet. "Okay, I'm starting to get a migraine."

"We'd better get used to it," said Batman, "because it's going to get worse before it gets better; any one of us could change, or even cease to exist."

"Yeah, this sort of thing is pretty…" Ben ceased speaking, and was replaced by a young girl with red hair and blue clothes. "… weird."

"Oh, great," muttered Ultiman, "my dad just turned into a girl."

"Oh, I'm not your dad," said the girl, "I'm Gwen Tennyson, Ben's cousin." She turned to Paradox. "Aren't you supposed to prevent this sort of thing?"

Paradox shrugged. "I'm doing my best. Don't worry; unlike Mister Jordan, you'll only be like this for a few more seconds."

Gwen nodded. "Good, because this is really…" she disappeared, and was replaced by Ben. "… freaky." He turned to the time-walker. "Please don't let that happen to me again."

"This is why we need to find your husband, ma'am," Hal Jordan said to Enid, who'd watched the display with a mix of amusement, confusion and fear, "we just want to undo the harm he's caused; you have my word, we'll do everything in our power to keep from hurting him."

Enid, having recovered, said, "Between you and me, I wouldn't one bit if he got roughed up along the way."

"Then where is he today?" asked War Hawk, "The Parthenon? The Great Sphinx?"

"He just wants people to think he moves around," Enid said derisively, "but he always sleeps in the same place."

…

**The Coliseum, Neo-Gotham**

The heroes arrived at the Coliseum, which had been ripped right out of Ancient Rome; it looked brand-new. Enid had demanded that she come with them, to see her husband get what he deserved. What they found inside when they arrived surprised them; it was the same jail that David had spent six months caged up in. Hal Jordan scanned the rickety building with his ring.

"No booby-traps…" he said, before turning back into John Stewart, "… at least, none that my ring can detect."

"Man, make up your mind, would you?" said Static.

"Anyway," said Green Lantern, "it's safe to go in."

Ben looked at Ultiman, whose hands were shaking. "You okay?"

Ultiman took a deep breath, then turned to his father. "How are you not? How can you be so calm?"

Ben shrugged. "Because I know we'll win." Then he winked. "After all, we've got two Tennysons on our side; we've got nothing to worry about."

"How is that supposed to make me feel better?" demanded Ultiman. "How is being a Tennyson supposed to save… everything?"

Ben shrugged again. "I'll admit, the stakes are a little on the high side." But then his face turned serious. "But Tennysons save the day; we've done it before, and we'll do it again. Plus, you've got the blood of the House of El running in your veins." He referred to the Kryptonian family that both Kara and Clark hailed from. "If there's one thing I know about them, is that they always find a way to beat the odds." He looked his son in the eye. "Now, it's time to live up to your lineage; rise to the occasion, and show the universe what a hero like you can do."

Ultimen smiled. "Thanks for the pep-talk, Dad." Then he and Ben opened the door to the jail, and the heroes marched in.

The jail was exactly as Ben remembered it, considering he'd only been here a few hours ago, at least, in his mind. Then Enid took the lead, showing them exactly where Chronos was: in the exact same cell he'd been locked up in.

"Of all places," Green Lantern wondered aloud, "why sleep here?"

Enid snorted as she walked up to her sleeping husband. "Because a loser with a kingdom is still just a loser." Then she yanked off the blanket covering her husband's upper body.

Both Ben and Ultiman snickered; Chronos was sucking his thumb in his sleep. Then the time-traveler woke up. He looked around at the heroes in shock.

"Nice going on the stealth, lady." Commented a sarcastic Neo-Batman.

Before they could react, Chronos pushed a button on his belt, and a time-tunnel opened. From the other side emerged the same group of Jokerz as before, minus Chucko, while Chronos pushed another button.

"Get the belt!" ordered Batman, "Nothing else matters!" he dove for Chronos, but the maniac disappeared into another time-tunnel.

War Hawk flew at the Jokerz, but Bonk turned his hand into a hammer and knocked the half-Thanagarian through the roof.

Before Bonk could make another move, Ultiman flew forward. "It's Hero Time!" he yelled as he smashed the clown through the walls and outside the jail.

Ben activated the Ultimatrix. "That's my line!" he shouted, as he slammed the dial down. "ARMODRILLO!"

The new alien was almost ten feet tall and looked like an armadillo, standing on two legs and covered in yellow metal. His arms were reminiscent of jackhammers. He charged forward and grabbed the hyena with one arm. The jackhammer-like part activated, and the hyena was sent hurtling through the air. Armodrillo jumped into the air, then dove into the ground as if it were water. All the shaking was too much for the poorly-built structure, and it began to collapse.

"We'll come back right over there." Commented Paradox, pointing to a far-off pillar. The jail collapsed, but only on the Jokerz; the heroes, plus Enid, emerged from behind the pillar.

Static looked around. "How did you do that?" he asked.

Paradox smiled. "At the moment, I can't see the big picture, as it were, but I can still see a lot of shortcuts." His smile turned into a frown as he saw the Dee Dee twins and Ghoul emerge from the rubble. "I consider myself a gentleman, but I do believe that any kindness given would be wasted on them, wouldn't you agree?"

Green Lantern nodded, then flew up to War Hawk. "Feel like taking down the bad guys with your old man?"

"Always." Said a grinning War Hawk.

Static flew off to help Ultiman who, while taking Bonk by surprise, had been driven to a stalemate by the clown's augmented strength. Neo-Batman was left to face the twins, while Lantern and War Hawk squared off against Ghoul.

Ghoul looked at War Hawk, then at Green Lantern, then at his saws. "You know what? Forget it; I'm goin' home." With a slump, Ghoul left.

"That was… surprisingly anticlimactic." Said War Hawk.

"Oh well," said Lantern with a shrug, "we can still take down the twins." The two flew down to help Neo-Batman, saving him before he was ripped apart by their whips.

"Hey, Ken!" shouted Static, doing his best to hold off Bonk, "Isn't it time you took the kid-gloves off?"

Ultiman nodded. "It's time to go Ultimate!" then slapped the symbol on his gauntlet. On his chest appeared a circular dial with four spikes, like the Ultimatrix, but instead of the same symbol, an "S-shield" appeared. With a grin, Ultiman shot forward, his fist connecting with Bonk's jaw, sending him hurtling into the sky.

Armodrillo emerged from the ground, just in time to see the impressive display. "What was that?" he asked.

"It's my Ultimate form." his son explained, "Normally, my Kryptonian powers are at half the strength of what Superman's would be, but it's supplemented by my other powers. When I activate my Ultimatrix, I can suppress my other DNA, and allow my Kryptonian powers to go to full. Unfortunately, I can _only_ use my Kryptonian powers, and the effect only lasts for ten minutes."

"Still awesome." Said Armodrillo.

"Of course it is," Ultiman said, "you made it for me."

Enid watched the whole battle from in front of the pillar, only turning when she saw Chronos appear near her.

"How could you betray me, Enid?" he asked, "Everything I've done, I've done for you!"

"Don't blame this on me!" yelled Enid, "I just wanted you to assert yourself, not destroy reality!"

"Couldn't you just go to couple's counseling like normal people?" asked Armodrillo, as he and the other heroes, who'd finished their fights, approached. They were relatively unharmed, though Green Lantern had suffered a cut on his scalp in the battle with the twins.

"Chronos!" yelled Batman. "Look at what's around you; look at the sky!"

Chronos looked up and saw the white light literally erasing the sky. "Pretty…" he said, his mind unable to comprehend what he was seeing.

"Stay with us, man, we've got a problem here!" said Lantern.

Chronos' mind regained its lucidity. "Right, you're right; this calls for another approach." He kissed Enid on the cheek, then jumped into another time-tunnel. "You'll love me next time!"

Batman, Lantern, Ben and Paradox, the closest ones to him, jumped in after him, leaving the rest of the heroes to hope for the best.

"Show 'em what Tennysons can do, Dad." Whispered Ken.

…

Inside the time-tunnel, Lantern created a protective bubble around himself and the others, willing themselves to go faster.

"Where's he going?" asked Batman, "There's nothing left!"

"Yes there is," corrected Paradox, "the beginning of time itself!"

At the end of the time-tunnel, beyond Chronos, Ben could faintly make out a giant hand, a spiral of incomprehensible energy in its palm.

"He could reset everything," continued Paradox, "he could make himself into a god!"

"Only if he gets there first." Retorted Lantern, and the bubble's speed increased.

"Just get me close enough." Ben activated the Ultimatrix and slammed down the dial. "SNARE-OH!" this alien seemed to be wrapped in bandages and had a distinctive Egyptian style to it.

"The Green Lanterns have a legend," said John, "no one can see the beginning of time; it's a universal law!"

"Then let's write him a ticket!" said Snare-oh.

Lantern opened a hole in the bubble, and Snare-oh sent a bandage outward that wrapped around Chronos' head and drew him into the bubble. Batman placed the disk into the belt, while the bubble began to shake.

"The program is uploading!" Batman said.

"Make it fast," Lantern said, "because I'm having a little trouble with the brakes!"

They fell towards the hand…

…

**The Watchtower**

Batman, Green Lantern and Ben looked around them with wide eyes; they were back in the cafeteria on the Watchtower, just before this whole mess started.

"That all… really happened?" asked Green Lantern.

"I think so." said Batman.

"Looks like we won," said Ben smugly, "I so should have bet Ken some money."

"But is everything back to normal?" Lantern wondered.

Then smiles appeared on the three men's faces as Wonder Woman approached; she was okay!

"That's a nasty cut, John." She said.

Lantern's hand went to his scalp where, sure enough, there was the cut he'd sustained in the fight.

"You don't remember going on a mission with us today, do you?" asked Batman.

"I just got here." Said Wonder Woman, confused.

Batman leaned in close to Lantern and Ben. "The timeline's corrected itself; we're the only ones who remember what happened."

Lantern nodded, then his eyes went wide as he saw Shayera; the Thanagarian raised an eyebrow at his look, but decided to say nothing and walk off.

"That…" said Lantern slowly, "complicates things."

"How?" asked Ben, "You both care for each other; just let things take their course. Let people like Paradox worry about the timelines, and… hey, where _is _Paradox?" the three looked around, but couldn't see the time-walker.

"Does he do that often?" asked Batman.

"Only after leaving with some message or other." Said Ben. Then he felt something in his pocket; he reached in to find a note, which read:

_I've taken care of the details; you can tell her, if you wish. This makes us even._

_Paradox_

Ben rolled his eyes. "What is it?" asked Lantern.

"Oh, nothing," said Ben, pocketing the message, "just Paradox getting the last word in."

Still, Ben was a little intrigued; Paradox probably meant that he could tell Kara about Ken, but that man never did anything without a reason. Still, he had good intentions; he made his decision.

"By the way," said Lantern, "what happened to Chronos?"

"I put him into an infinite time-loop; he'll never be able to escape."

"I'm… gonna go home, guys; see you later." Ben stood up, not paying attention to the conversation anymore, and made to leave, but not before turning to Wonder Woman. "Good to have you back, Diana."

As he left, Wonder Woman turned to Batman. "You _are _going to tell me what's going on."

Batman looked uneasy, while Lantern made a whipping motion with his hand.

"Wh-kssssh!"

…

**Bellwood**

"Professor?" asked a concerned Shifter, "Are you okay?"

Paradox smiled. "Of course, my dear; in fact, things are definitely looking up."

The time-walker left, not addressing the curious looks from the Plumbers.

…

**San Francisco**

Ben paced his living room; he hadn't been this nervous since the first date he'd had with Kara. He'd called her earlier and asked her to come over, but hadn't said why he needed to talk to her, only that it was important. Finally, he heard a knock on the door. He opened it up and let Kara inside.

"Ben? What was so important? Is everything okay?"

Instead of replying, Ben gave her a long kiss, then led her to the couch. He took a deep breath. "Kara, I'm going to tell you what happened today, and I don't want you to freak out, okay?"

Ben then proceeded to tell her everything that had happened; the Old West, Tobias Manning, the future, the new League, and about Ken. Through it all, Kara remained silent, though at the mention of a son, she gasped. Finally, at the end of the story, Ben took her hands in his.

"Kara? You okay?"

Kara slowly shook her head. "You met our son. Yours and mine."

Ben nodded. "Yeah; he was about thirty-something. He seemed like a good guy. He had your hair."

"And he… he had powers from both of us?"

"Uh-huh, full Kryptonian loadout, though not as powerful, but he got some additions from me."

Kara looked Ben in the eye. "Why are you telling me this?"

Ben thought about it; he hadn't known why, it just seemed natural. "Because I love you, Kara; isn't sharing important things what people who love each other do?"

Kara finally shook off her shock, then smiled at Ben; she snuggled in close and wrapped her arms around him. For a long time, they just sat there.

"Ben?"

"Yeah?"

"I've made a decision."

"About what?"

"I…" Kara took a deep breath. "I want to move in with you."

Ben looked at her in shock. "Kara, if this is about Ken…"

She shook her head. "No, it isn't; if there's a child in our future, then fine. For now, though, I want to move in with you because I love you; I can't see anyone else in my life but you."

Ben smiled and hugged her tightly. "And I feel the same way."

**Booyah! Ken 10, baby! I know that I added in a lot of weird stuff, like the Anodite powers, but I wanted Ken to have a connection to Verdona. Also, the reason for why Ben has alien DNA leaking into him is because Albedo made it, and he didn't do as good a job as Azmuth, so there is a flaw. It's not going to give Ben powers outside of when he goes alien, so don't worry about that. Oh, and I put that 10-year-old version of Gwen in just for giggles, so make of that what you will.**

**What will happen to Ken 10, you may ask? Well, I've got a plan in store for him in a sequel; yes, I have a sequel planned out for this story, although I'm not even putting a word on paper until this story is finished.**

**Ben and Kara are moving in together! Yes, another step in their relationship. Next up, however, is more plot! I love the Cadmus story-arc, it has so much awesome.**

**With great muffins, comes great responsibility.**


	18. Chapter 15

**BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. ACCORDING THE INTERUNIVERSAL HAMSTER ACCORDS, I DO OWN THE MOON OF THE PLATYPUS-BUNNIES, BUT ONLY IF I WEAR A HAT BACKWARDS EVERY THIRD WEDNESDAY.**

**Oh, this episode; OH THIS EPISODE. Finally, we're gonna get some Cadmus plot going again. I considered doing a couple of non-Cadmus chapters, but now I want to get into the meat of the story, so forgive me if I'm skipping any episodes that you like.**

Ben 10: Unlimited

Chapter 15

Doomsday Sanction

**The Watchtower**

While everyone in the League knew that Ben and Kara were dating, only a select few in or out of the League knew that they were now living together. That small circle included the founding members, Green Arrow and Black Canary, whom Green Arrow had finally started a relationship with, and the Kent family. Most of the people in that group were actually very happy for the couple; the only ones who didn't say anything were the Martian and Batman.

When Kara had broken the news to Clark, Ben had, at first, been afraid that he would burst a blood vessel, fry him with heat-vision, or both. Instead, he wrapped him in a bear-hug, and gave them his blessing.

Afterwards, the founding members had given Ben a promotion of sorts. He was given the status of "senior member", with only a founding member having more authority. His new position meant that if one of the seven founders were killed, he would take their place. He was also allowed to attend and voice his opinion on meetings with League leaders. If all the founding members were unavailable, Ben was to take operational command until a new group of leadership was formed.

Two months had passed since the two heroes moved in together, and one month after Kara's 19th birthday, they had been planning on celebrating their first year together as a couple, when they received an emergency summons to the Watchtower; the life of a superhero was full of sacrifices, it seemed.

Most of the League was on the island of San Baquero, helping to evacuate the populace from an erupting volcano; due to the electromagnetic energy being cast off from the eruption, communications were spotty, at best, and the teleporters couldn't get a lock anywhere near the island.

Thankfully, Ben had a solution, at least for the first problem; the communicator in his Ultimatrix didn't rely on the League's communication's technology, and was unaffected by the volcano's interference thanks to its alien design. The other members of the League could use the Ultimatrix to bounce their signals to each other. Still, in order to be used as a relay effectively for the others, Ben had to remain on the Watchtower. Wonder Woman pointed out that one more hero on the ground wouldn't be as useful as someone who could help everyone at once.

His inability to help, however, did allow him to attend an important meeting. Earlier today, Batman had met with the leader of Project Cadmus, Amanda Waller, and now had important information to share.

"How long is this going to take?" asked Flash, once all 8 of them had been assembled, "I thought we had an island to evacuate?"

"The first teams are already down there," said Wonder Woman, "and we'll join them as soon as we're done here." She turned to Batman. "What did you learn?"

"Project Cadmus is in the business of developing weapons," Batman said without preamble, "specifically to fight us."

"I could have told you that after the incident with the Supergirl clone." Said Ben. When the other Leaguers looked at him, he added, "Who else would have done it? I mean, they were capable of creating the Ultimen, why not a Kryptonian clone?"

J'onn nodded. "They're worried we've grown too powerful, and they want to even the odds."

Batman went on to tell them about how Cadmus had made simulations about what would happen if the Justice League ever went rogue, and how just the original 7 would have been able to conquer the world in just a few weeks. Their evil counterparts, the Justice Lords, had done just that in their own parallel timeline.

"That's crazy!" said Flash, "We'd never try to take over like that!"

"If the Justice Lords did," countered Batman, "why couldn't we? We have more than eight times the numbers as them; we could take over the world in a weekend."

"The only reason that those guys went overboard was because their Flash died," said Flash, "so as long as you all focus on keeping _me_ alive, that'll never happen here."

The others looked at him for a long moment, before the Martian spoke up again. "Let's put a pin in that theory to explore another time."

"I've seen the Federal budget," said Superman, "and there's no funding for a 'Project Cadmus'. Where's the money coming from?"

"We're all thinking the same thing." Stated Shayera.

"Luthor." Wonder Woman spat out the name like it was a curse.

Luthor had popped back onto the League's radar after he regained control of LexCorp, and again after he announced that he was running for President of the United States, and raised even more red flags when his campaign started to gain momentum.

"He's the obvious suspect," said Batman, "after all, he funded General Hardcastle's rogue operations. But if he _is _bankrolling Cadmus, he's doing an excellent job of covering his tracks. I've got The Question looking into it and…"

Everyone else, save for Ben, who'd come to trust the faceless man after he helped with the Supergirl clone incident, groaned.

"Not that kook!" whined Flash.

"I admit, he's wound a little too tightly…" Batman began.

"But if there is a connection, you can bet that he can find it." Finished Ben.

Batman took up the reigns again. "In the meantime, I'll be following the trail from Waller's end."

Superman stood up. "If that's all, we have work to do; we all know our stations, let's get to it."

As the heroes filed out of the room, Wonder Woman caught Ben's arm. "Hey, Ben, can I talk to you?"

"Uh, sure Diana, what's up?"

"Well, I guess I want to apologize on behalf of all of us for a couple of things." By "all of us", she meant the founding members.

"What do you have to apologize for?"

"Well, I know how you like to be in the thick of things, but…"

Ben sighed. "But I'm needed here the most right now. I may not like it, but I've made peace with that."

"Also, I know that it's yours and Kara's anniversary as a couple…"

"And she and I both knew that we'd have to make sacrifices; it's part of being a hero. It stinks, but we both know that we have to do the right thing."

Wonder Woman's smile turned coy. "I just hope that we didn't interrupt any… _plans _that the two of you might have had for later."

Ben glared at her, even with his face turning red. "Don't you have an island to evacuate?"

…

**Cadmus Headquarters**

Amanda Waller holding her own "war council" with the leaders of each division in Cadmus, plus one employee that had issues to iron out. First was Professor Emile Hamilton, head of the science division. Next was General Eiling, head of military applications and tactics. There was also Tala, head of mystical research and personnel. Finally, there was Dr. Milo, a scientist in the genetics department. He fell under Hamilton's supervision, but his recent actions, and subsequent failures, required a meeting with all of the Cadmus leaders.

Hamilton opened up the meeting with a progress-report on one of Cadmus' most valuable assets. "Galatea will be fully recovered soon, and ready to return to active duty."

"And the Doomsday weapon?" Waller asked about the only thing in Cadmus' arsenal more physically powerful than Galatea. It had been severely injured in a battle with the Justice Lord Superman, and had been locked up ever since.

"Considering the damage done to its frontal lobe," answered Hamilton, "the cellular regeneration has been remarkable; its EEG's are still flat. Nonetheless, we're monitoring it closely."

"Keep me updated." Waller turned to the sorceress in the room. "Tala, have you developed a plan to retrieve the armor?"

Several months ago, the Justice League had defeated a suit of armor that been crafted by the Greek Gods; it required no wearer, and had proven to be indestructible, so Cadmus wanted it. Unfortunately for them, the Justice League had it locked up in the Watchtower itself.

"We've come up with some promising scenarios," answered Tala, "but they're going to require certain additional resources."

"Fine; see me after so that we can go over the details." Waller switched her attention to the only soldier in the room. "General, how goes weapons development and training?"

Eiling looked over his paperwork. "Most of our man-portable equipment should be able to handle all of the League's non-powered members, and some of the metahumans, but for some of the heavy hitters like the aliens and that shape-shifter with all the names… well, the heavier stuff still has some radiation issues that need to be fixed; I'm not going to send troops out that are going to die before they even get a shot off."

"That reminds me, I have one issue that is still concerning," said Hamilton, "both the scans I took of the Ultimen, and their sudden disappearance."

That had been the only thing that annoyed Waller about Hamilton. He seemed to have an obsession with the original Ultimen; his scans of them, before they'd mysteriously vanished without a trace, had shown that the cellular degeneration had been both reversed and halted. To say that it was a miracle would not have been too far of a stretch; it should have been impossible, save for an act of God. Waller knew who was really responsible, but she wanted to talk to that person first; his past was a mystery, and she hated mysteries.

"At the moment, the Ultimen are a moot point; it seems they've gone to ground, and we know that the League hasn't contacted them in any fashion."

Waller sighed, then turned to the final item on her agenda. "And Doctor Milo," she said, looking at the silent man who sat across from her; the other people assembled looked at him with expressions ranging from indifference to barely-contained dislike. "Splicing together human and animal DNA. How's that coming?"

Milo, a small man who clearly hadn't slept, shaved or showered in days, stood up as straight as he could. "I know what you're thinking," he said, "but my experiments are actually quite close to paying off. I just need a little more time and I promise, I'll have something concrete to show you."

"Concrete?" echoed Waller, "Like that super-powered warthog that tore up your lab last week?" she glowered at him. "Professor Hamilton's already shown me the remains of your lab assistants; all twelve of them."

"That," started Milo, sweat forming on his brow, "that was just an unfortunate accident, and accidents…"

"An 'unfortunate accident' might have one or two deaths," Waller said with a raised voice, "but your actions have now raised the death-toll in your department to sixty-four! It should never have even reached double-digits!" She spent a moment to collect herself. "Doctor, I am not known for my sense of humor, but I can see a sick joke when I'm _looking him in the face_. In light of the lack of results and unnecessary deaths as a result of your work, I'm pulling your funding."

Milo's head shot up, his bloodshot eyes widening in shock and horror.

Waller continued. "In accordance with the Technological Clearances Act, we'll set you up in a new, non-vital capacity and confiscate your research." Waller allowed a grim smile to briefly grace her features. "Be lucky you're not being sent to prison or shot. Now, get out."

Milo slowly picked up his papers and marched out, his features solemn. However, in his mind, he was already plotting revenge.

…

It didn't take long for Milo to find the right room; he'd had enough clearance to learn where all of the most dangerous weapons in Cadmus were located.

None were more dangerous than Doomsday.

The monster was kept locked in restraints that not even he could break, and he was created to be even more powerful than Superman. He was huge, easily ten feet tall and five feet wide. His hand alone could wrap itself around a human torso and have room to spare. His brow, teeth, shoulders, elbows and knees seemed to be made out of a hard, bony material. His skin was a deathly-grey, with shaggy, unkempt white hair covering his head. The only clothing he wore was a pair of green shorts and boots.

Milo approached the monster, confident in his plan; and perhaps his madness. Doomsday had been pronounced clinically brain-dead, but Milo hadn't been convinced. He took a deep breath, then spoke.

"I know you're faking." He took a look at a computer. "The lobotomized portion of your brain has completely regrown."

Doomsday opened his eyes.

"Do you remember anything from before?" getting no response, Milo continued. "That's all right; I'll show you. You've been used, and you deserve to know." He activated a computer and turned the screen towards the monster's face. It showed a visual history of Doomsday's existence.

"You see, you were created from a sample of Superman's genetic material. However, your DNA was altered to make you his superior. And then you were trained to hate him. You were conditioned, humiliated, repeatedly injured…" the image showed a restrained Doomsday being blasted by heat-vision emitted from a hologram of Superman's face. "But _not _by Superman."

Milo paused the screen, rage covering his face. "No, it was done by Amanda Waller, and Emile Hamilton." He resumed the history. "When you became uncontrollable, they tried to dispose of you. They put you in a rocket and launched you into space; but you were too strong. Your struggles threw the rocket off-course… and it came back down to Earth." The history ended, but Milo's story did not. "When you landed, you fought a different Superman, one from a parallel timeline. _He _lobotomized you."

Doomsday finally spoke, his voice deep and gravelly. **"Superman."**

"Yes, good." Said Milo, "But he isn't your enemy; your hatred of him was manufactured. At every turn, Waller and Hamilton abused and betrayed you, just as they betrayed me! Don't we both deserve retribution?"

Doomsday stared at him, unblinking. **"Yes. Release me."**

"And you'll solve both our problems?" asked Milo.

"**Yes."**

With a mad grin, Milo typed in a series of codes into a computer; with a hiss, the restraints opened, and Doomsday stepped forward. Milo turned as the monster approached him.

"What are you…?"

"**Your problem's solved." **Doomsday reached for Milo's face.

"AAAAAAAAAHHH!"

Doomsday stepped out of the room, just as several Cadmus soldiers arrived and opened fire on him; their weapons didn't even get his attention.

"**Now for Superman."**

Doomsday made his way to a Cadmus rocket; he had heard much during his recovery, including where Superman was now. He punched in the coordinates for San Baquero, and hopped inside the rocket. In a few moments, it was gone.

…

In Waller's office, a soldier rushed in, saluting Waller.

"What's going on?" She asked over the noise of the alarms.

"Ma'am, Doomsday's escaped." Waller's eyes widened in shock; who in the world would be crazy enough to… then it hit her.

"Milo," she growled, slamming her fist into her desk, "I'll have his hide for this."

The soldier suddenly looked ill. "Doomsday beat you to it, ma'am."

…

**San Baquero**

Thanks to the support of Ben's Ultimatrix, evacuation of the island was going smoothly; still, there were a lot of people to move, the League had only so many transports, and Ship could only hold so many people. The UN had offered to send help, but the people of San Baquero had been leery of contact with any mainland government for years. They'd only accepted the League's support when they'd run out of other options.

While the Ultimatrix was relaying signals, Ben could still use it to stay in contact with Supergirl.

"_Hey, Kara, how's it coming?"_

After a moment, Supergirl responded. "Well, I've just finished carrying a boat filled with people to the mainland, and I'm headed back for more; I should be back at the island in a few minutes."

"_Great work. By the way, did you record the end of that show last night? I fell asleep before I could finish it."_

Supergirl rolled her eyes. "You know that I fell asleep before you, Ben."

"_Oh, right." _She could practically see the sly smile on her boyfriend's face. _"_Now_ I remember."_

Since the two of them had officially moved in together, the two of them had become much bolder with each other, but only when they were alone, or when no one else could hear them; they felt that what they shared was between them only.

"_By the way," _continued Ben innocently, _"did you know that you sometimes levitate in your sleep, then fall back down? The impact knocks me off the bed."_

Supergirl blushed. "You and I are having a serious talk when we get home."

"_And I would love to have that 'conversation' when we get there."_

Supergirl's blush intensified. "Oh, shut up, I'm almost at the island."

Ben's tone changed; he knew when to be lighthearted, and when to be serious. _"Okay, be safe; I love you."_

Supergirl smiled; she always did after Ben said those words. "I will, and I love you, too."

As she landed, she was greeted by Wonder Woman. "Okay, glad you're here, Supergirl, I need you to… Kara, are you okay?"

"Yeah, I'm fine; why do you ask?"

"Because your face is all red." Wonder Woman backed up at the look she was being given. "Never mind, I don't want to know."

…

Superman was trying to buy time by creating tunnels in the volcano, diverting the lava to areas with nothing to damage; he'd been optimistic when he thought that he could possibly stop the impending eruption altogether.

He had just finished with one such tunnel, leading the lava into a large cavern in the volcano, and was preparing to leave, when an object crashed through the side of the volcano. Superman could see that the object was a rocket, and what stepped out of it was a monster. It walked towards him, seemingly immune to the lava pooling around its feet.

"**Superman," **said Doomsday, **"I'm here to kill you. Is this a bad time?"**

The grey-skinned beast roared and charged; Superman tried to fly off, but Doomsday was too fast and tackled him into the side of the cavern and into a pool of lava. Holding Superman down, Doomsday delivered a series of punches into his face, until he was thrown back by a powerful kick.

Using his heat-vision, Superman dropped a large chunk of rock onto his opponent, but Doomsday just lifted it above his head.

"**I remember… those eyes."**

Doomsday threw the rock to the side, then tackled Superman again. Holding him down, he drove his bone-covered knuckles into Superman's eyes, blinding him, at least until his healing factor kicked in.

"**Let's see you do that again."**

Just as Superman began to regain his sight, Doomsday sucker-punched him, then tried to crush him with a double blow; Superman dodged it, then sent Doomsday flying into the base of a small cliff.

"I know who you are," said Superman, "but I'm not the one who hurt you."

"**Superman is Superman," **said Doomsday, getting to his feet, **"and I will kill you."**

"Why?"

"**It's what I am; I don't care why." **

Then Doomsday charged, and the battle began again.

…

**Cadmus Headquarters**

"GPS puts the stolen rocket smack-dab on San Baquero," General Eiling said to Waller, "Doomsday went right back after Superman. I love a well-conditioned soldier."

"And what will your soldier do after he's killed Superman?" asked Waller, "We can't leave him loose; for all we know, he'll try to kill everyone on the planet! He has to be stopped _before _he leaves that island!"

"But how am I supposed to…"

"I don't care! Get it done!" with that, Waller stormed out.

After she left, Eiling picked up a phone and dialed a number. Without even waiting for someone to answer, he spoke. "This is Eiling; authorization: Firewall."

Somewhere in the Atlantic, a submarine received orders, confirmation and coordinates. Then, they launched a nuclear missile; a nuclear missile laced with Kryptonite.

…

**San Baquero**

Wonder Woman flew down to one of the last transports, carrying an ambulance; they were close to 75% done. She reached for her comlink.

"Superman, what's your status?"

For a moment, Superman didn't respond. _"Uh! Something's come up! Ah!"_

Wonder Woman had had plenty of experience as a warrior to know when someone was fighting, but she knew that Superman could handle it.

…

Superman was not handling it; Doomsday was strong, stronger than anything he'd ever fought before. The monster had reduced his costume to shreds, and he was covered in cuts and bruises. Every time he struck, Doomsday struck back harder.

He knocked the monster into the lava, and the fight went on.

…

**The Watchtower**

"Another transport just landed on the mainland," Batman said to J'onn and Ben, "they're almost done."

An alarm went off at the panel next to the Martian. "I don't believe it," he said after a moment, "it's a nuclear missile, headed straight for San Baquero!"

Batman and Ben rushed over. "And from the spectrograph, its warhead is lined with Kryptonite!"

Ben tensed. "Can we hit it from up here?" he asked.

The Martian shook his head. "No, it's moving too fast; but who fired it?" Then J'onn turned to see Ben leaving. "Where are you going?"

Ben didn't even turn his head. "You guys figure out the who and why; if you can't stop it by the time I reach the Javelin bay, I'll take care of it myself."

"What about communications?"

"You heard Batman," Ben snapped, "they're practically mopping up; they know how to finish."

Batman watched him leave, then grabbed a phone.

…

**Cadmus Headquarters**

Waller was organizing some papers on her desk, when a phone rang; a certain phone that only one person knew the number to. She picked it up.

"Yes, Mister President?"

"_Call off the missile."_

Waller froze; that wasn't the president's voice, that was… "How did you get this num…"

"_The missile heading for San Baquero!" _snapped Batman; Waller froze again. _"If anyone dies on that island today, I'm coming for you."_

Waller regained her composure. "You do what you have to, and so will I."

She marched out the door and into the war room. "EILING!" she roared at the aging General.

…

**The Watchtower**

Batman hung up the phone. "She didn't know."

"Captain Atom is on his way from Southern California," J'onn said to Ben over the communications.

"His top speed is only mach two," said Ben as he ran to the Javelin bay, "he'll never make it in time!"

_And even if _I _can, _he thought, _I don't think that Jet Ray can take down a nuke safely._

He made it to the Javelin bay and rushed to one of the ships. He activated the Ultimatrix.

_Guess I'm gonna need more firepower. _He slammed down the dial. "UPGRADE!"

Upgrade wrapped himself around the Javelin, making it larger, faster and better. He sent an emergency release signal from the computer, and a hatch underneath the ship dropped him outside the Watchtower. He fired his Upgraded engines and rocketed towards San Baquero.

"_Upgrade," _came J'onn's voice over the radio, _"you're coming in too fast; you won't survive reentry."_

"Obviously you don't know what I'm capable of." Said Upgrade. As if to prove his point, his engines' power increased. "I should intercept the missile in two minutes."

…

**Cadmus Headquarters**

"What were you thinking?" Waller demanded of Eiling, "You're going to kill Superman and everyone else on the island!"

Eiling didn't look troubled. "We have to sanction Doomsday, we were going to get to Superman somewhere down the line, and we've been trying to stop drug traffic from San Baquero for years. The way I see it, three birds, one stone."

Waller glared at him. "Call it off."

Eiling shrugged. "Anti-abort safeties are already engaged; I couldn't stop it even if I wanted to."

Waller seemed to sag, then stared at the map that was showing the path of the missile.

_God help us all, _she thought.

…

**San Baquero**

Upgrade could see the missile, only a few hundred feet ahead of him; several miles ahead of that, he could see the smoking volcano of San Baquero. He tried to destroy the rocket part of the missile with a missile of his own, but it was deflected off.

"The missile's got some sort of magnetic shielding." He reported to the Watchtower.

After a moment, Batman's voice came over the radio. _"The only chance you might have to get through that shield and survive would be to set an opposing charge on the hull, then eject."_

"Understood." Upgrade would have smiled, if he had a mouth. _Man, Kara is going to kill me for this._

…

Meanwhile, Wonder Woman received a call from J'onn; the message was filled with static, so Ben must not have been on the station, for some reason.

"_Wonder Woman, can you hear me? There's a missile with a Kryptonite warhead heading for your position."_

"Say again?" she prayed that the interference was making her hear things.

"_I repeat: there is a Kryptonite missile heading your way!"_

Wonder Woman knew of only two reasons why a Kryptonite missile would be launched, and Supergirl had taken another boatload of refugees to the mainland. That only left…

"Flash, get everyone as far away as you can! I'm going back for Superman!"

Flash tried to protest. "But…"

"DO IT NOW!" then she flew off to the volcano.

…

The last of the refugees made it off the island, just as the volcano erupted; however, neither Superman nor Doomsday noticed. Superman was on his last legs, literally; he could barely stand. As Doomsday began to choke the life out of him, Superman blasted him in the face with his heat-vision; Doomsday roared in agony, but slammed his fist into the Man of Steel, sending him flying.

"**Ah ah ah," **mocked Doomsday, **"can't beat me the same way twice."**

Superman struggled to his feet. "Then I guess I'll need a bigger fire."

With the last of his strength, Superman unleashed a barrage of punches and kicks, stunning Doomsday long enough for him to pick him up and hurl him into the open mouth of the volcano. With his energy spent, he fell to his knees; he couldn't even think about escaping the oncoming lava. He was completely spent.

So it was with great relief for him that Wonder Woman flew in and pulled him out, just in time.

…

Upgrade approached the missile as carefully as he could, then gave the hull of the Javelin an opposing charge. Just before he connected, he withdrew to the escape pod and launched; he'd given autopilot instructions to move the missile away from the island, or the path of refugee ships. That would have to be enough.

As he flew back, the nuke went off. The blast of energy was so great that Upgrade turned back into Ben. For a moment, all he saw was the explosion; then, he saw nothing at all.

…

**The Watchtower**

News about the missile had spread quickly through the League, and the members who'd been on the station rushed to the observation deck to see what could be done, or at least find out more information. When they arrived, they discovered what Ben had done. The entire League, save for the injured Superman, had been scrambled in a desperate search for their teammate and friend. Ben had indeed been found, and was rushed to the Watchtower's infirmary. However, the search party had found one other thing.

They'd located Doomsday.

The creature was encased in lava so dense that not even he could break out, at least for now. Two days after the battle, the founding members, save for Batman, sat in front of him.

"Did Cadmus create you?" asked Superman, now recovered from his injuries. Doomsday said nothing. Superman turned to the Martian. "J'onn?"

J'onn's eyes glowed for a moment. "I can't read his mind; his brain's been altered to be immune to my methods."

Superman continued. "You don't owe anything to them; they manipulated and tried to kill you."

Finally, Doomsday spoke. **"So I keep hearing."**

"From who?"

"**All you need to know is that I will get free… and I WILL kill you."**

Superman sighed. "If that's your final word." He pulled up a strange device that looked like a cross between a vacuum-cleaner and a computer. "I only use this as a last resort. It's going to send you to another dimension; you won't be hurt, but you also won't hurt anyone else again."

Doomsday glared at him. **"You'll wish you'd killed me."**

Without another word, Superman activated the Phantom-projector, sending the monster to the Kryptonian prison-dimension.

…

For the last two days, Ben had remained unconscious; everyone had been assured that he would recover, but he needed rest. While every member of the League checked in on him at some point, Supergirl had stayed at his side for the entire time. She wouldn't let Ben wake up and wonder where she was.

Outside the room stood a brooding Batman, who turned when he saw Superman and Wonder Woman walk up to him.

"How's he doing?" asked Wonder Woman.

"He's predicted to wake up soon, maybe in a couple of hours." Batman spoke without looking at them. "You sent him off to the Phantom Zone, didn't you?"

"He left us no choice." Said Superman.

"Spoken like a true Justice Lord."

Superman reeled back, as if he'd been struck. "What!?"

"Passing judgment like gods? With our super-powered army and our orbiting death-ray? Cadmus is right to be scared. The human race wouldn't stand a chance."

"We'd never go there," argued Wonder Woman, "it isn't in our nature, and nothing can change that."

"Nothing?" Batman turned to Superman. "What if Luthor does become president, like he did in their world? What would stop you from killing him, just like that Superman did?"

Superman shrugged. "There's always that Kryptonite you carry around."

"You don't get to joke!" snapped Batman, "Not today; Ben just took a bullet for you." He began to stalk off, when he felt a hand on his shoulder.

"I'm sorry, Bruce. You're right. But you don't have to worry about the Justice League, trust me; you know me."

Batman stared at them for a moment. "Yeah; I do."

"Come on," said Wonder Woman, "let's go; we don't want to wake up Ben by accident."

Batman finally nodded, and the three walked off.

…

Inside the room, Ben began to stir; he slowly opened his eyes and looked around. He recognized this place; he was in the infirmary, which meant that he was alive. He heard soft breathing nearby; he turned his head to see Supergirl sitting on the chair next to his bed, asleep. He slowly reached out and took her hand in his. She must have been sleeping lightly; her eyes shot open at the touch, and she stared at him.

"Ben?"

Ben smiled. "That was my name, last time I checked." Supergirl gently moved forward and gave him a gentle, loving embrace, which he returned.

"Don't you ever scare me like that again!" she buried her head into his shoulder; Ben could feel tears wetting his shoulder, and could feel a few of his own building as well.

"I promise." Normally, he'd make a joke about the whole thing, but not today. They had come too close to losing each other for that.

Supergirl let out one more sob, then took a deep breath and sat up; she wiped her eyes, then an impish smile crossed her face.

"Good." She said. "You can't die yet; we still haven't celebrated our anniversary."

Ben's face went red; and here he thought that it was too soon for jokes.

**I really liked this episode; it really brought out the fact that the people of Cadmus were more than just faceless bad guys. They were organized, they had a plan, and they had rules. This chapter was meant to do the same thing, but with a Ben 10 flair.**

**Now, I have an announcement: I will not be updating as often. I have college classes starting, and that takes precedence. That being said, please stop asking for updates in the reviews. They will come when they come, and demanding more isn't motivating me to do more, it's making me want to take a break. I have no problem with giving me feedback on a chapter, because that's what the review section is for. It is NOT for asking me for another chapter right after I just gave you a chapter. I am flattered that you want more, but if you want the quality to be maintained/improved, you'll just have to be patient.**

**Speaking of patience, I know that a lot of you are wondering about Alien X. He WILL make an appearance, just much later down the line. I have it worked out, and I want it to be as epic as possible. Until then, please just be happy with Ben kicking butt without the god-mode cheat-code. **

**One muffin to rule them all; one muffin to find them. One muffin to bring them all, and in the darkness, bind them.**


	19. Veiled Threats

**BEN 10 DOES NOT BELONG TO ME, JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. APPARENTLY, THE RIGHT TO GET A HUG DOES NOT BELONG TO ME EITHER. WHY DOES NO ONE LOVE ME?**

**Wow, it's been a while since I've made an Interim chapter, huh? I know I promised to do them more often, but I got caught up in the plot. However, Bigby the Big Bad Wolf made an interesting point in his review; what would Cadmus do about a hero who has more abilities than the entire League put together? **

Ben 10: Unlimited

In The Interim

Veiled Threats

**San Francisco**

After the incident on San Baquero, Ben had been sent home for a much-needed break. Even before getting injured, he had been putting in more hours than most of the other heroes. Ben had tried to object, but he'd been overruled by the senior members, and was thus back home in San Francisco. Of course, that didn't mean that he couldn't do his job and protect his city, but since he was rarely needed there, it was more of a part-time job than anything else.

For the first few days of his temporary exile, Kara had stayed with him, and they enjoyed being a normal couple for that time. Unfortunately, Kara was soon needed elsewhere; the League required her to help end a dispute between two neighboring star systems, and that left Ben alone. So Ben ended up doing what he normally did when he wasn't with Kara or being a superhero.

He was making money in the stock market.

Since coming to this universe, Ben had never spent much money to begin with, save for his car, but he knew from experience that heroes needed resources of some kind, and almost all resources cost money. Ben might have been wealthy, thanks to Bruce Wayne, but he had decided to make some extra, just in case he needed something expensive. He had turned into Grey Matter and, using his vast intelligence, figured out what to invest in. It wasn't insider trading or anything illegal; he was just being smart with his money.

After a few hours of that, Ben went on patrol, spending more time than usual to make sure that everything was fine. Normally, he'd be happy that everything was quiet, but after spending so much in the League, and going from one crisis to the next, he found himself getting restless without something to do. He remembered telling Supergirl to enjoy the downtime, and now he saw the irony.

Still, he wanted _something _to happen.

…

**Cadmus Headquarters**

Amanda Waller sat in her office, reading the latest report on the members of the Justice League; while she wasn't responsible for finding out their weaknesses, she did review their files, in case they were updated and something new was to be learned. Knowledge was power, and Waller considered herself very powerful.

"Excuse me, ma'am." Waller looked up and saw a Cadmus soldier in her doorway. "Professor Hamilton would like a word with you, ma'am."

Waller sighed, then nodded; she had a feeling that she knew what Hamilton wanted to discuss. It had moved beyond scientific curiosity and into a disturbing obsession. Waller had to constantly keep the professor busy with other projects in order to distract him; sadly, Hamilton was able to complete every task presented to him with incredible speed, and always returned to his most-discussed topic.

Ben Tennyson and the Ultimatrix.

Cadmus had easily discovered the identity of the shapeshifting hero; if Batman's identity had been uncovered, there was no way that Ben could hide his own. Still, they had no reason to try to blackmail Ben with this information; at least, not until he did something to warrant such an action.

As Waller made her way to Hamilton's lab, she reflected on just how worrying the wielder of the Ultimatrix was. He had dozens of different alien forms, and more powers than the entire Justice League put together, and Waller had a sneaking suspicion that they hadn't seen all of Ben's transformations yet. It was entirely possible that he had even more powerful forms that he'd yet to reveal; something more powerful than Way Big was a terrifying prospect.

Waller entered Hamilton's lab, only to be greeted by a horrible noise; it sounded like nails on a chalkboard, mixed with a chainsaw against wood.

"Hamilton!" Waller shouted over the noise, "Turn that racket off!"

After a moment, the noise died down, and the professor stepped around a large machine that he'd been behind. The machine looked like a massive microscope, but instead of a lens, the device had laser cutters, saws, and other instruments attached.

"Ah, Mrs. Waller," said Hamilton, "I'm glad that you're here; I've made a few interesting discoveries since you were last here."

"This better be good, professor," Waller growled, "and it better be about that new Kryptonite delivery-system." After the debacle of San Baquero, Kryptonite-laced missiles had been declared off-limits, and thus Cadmus required a new way to fight Kryptonians.

"Oh, that," Hamilton waved dismissively at a bulky rifle lying on a table, "the prototype is ready for testing; once it passes inspection, we can begin construction of at least two-dozen more with the resources available."

Despite Waller's dislike of Hamilton's obsession, it did motivate him to finish his projects faster, if only to return to his pet project.

"If it's finished, then what do you want to show me?"

"This." Hamilton led Waller over to his computer, where he brought up a series of statistics on all of Ben Tennyson's aliens. "I've been going over our data on these alien forms, and I believe that we might be able to incorporate some of their abilities into our genetics program; we might be able give our soldiers incredible regenerative abilities, or invulnerability. If I could get that device, the Ultimatrix, the possibilities are endless!"

Waller didn't show it, but she was becoming decidedly uncomfortable with what Hamilton was suggesting; she had no problem with creating artificial humans with superpowers, like the Ultimen, but she didn't like the idea of changing a normal human into a monster. She would order such a thing, if necessary, but that was one line she hadn't crossed, at least, so far.

"Professor, I appreciate your enthusiasm," Waller lied, "but I'm not going to have our soldiers getting combined with alien DNA unless we have no other choice. We have another plan to take down the League if it becomes necessary, and unless something happens to that plan, I see no reason to change it!"

"But the Ultimatrix is still a wild card!" Hamilton protested. "As long as that many powers exist in one person, there are too many variables to rely on only one plan!"

Waller tapped her chin in thought. "From our observations, it seems like Galatea could fight him one-on-one; she was able to fight one of those Ultimate forms; still, you do have a point. I have another plan, however; one without risk to a team of soldiers."

"You do?" asked Hamilton, surprised, "How are you going to obtain the Ultimatrix so easily?"

"Simple." Waller smirked. "I don't know if we can obtain the device; but maybe we can do something about its user."

…

**San Francisco**

"And that, kids, is why you look both ways before crossing the street." XLR8 looked at the two boys he'd just prevented from being hit by a car.

"Okay, Mister Alien, we will." The older boy, who looked around 8 years old, said seriously.

The younger one reached into his backpack and pulled out a bag of cookies. "Thank you, Mister Alien; do you want a cookie?"

"Uh, thanks." Taking a cookie in his talons, he popped it into his mouth. "Now you kids get home now, all right?"

Both boys nodded, then ran to a nearby house. XLR8 ran back to his own home, his extended patrol finally over. He'd spent an extra 2 hours patrolling, and in all that time, he'd stopped a purse-snatcher, put out a fire and now he'd just saved those kids from becoming a smear on the ground.

He transformed into Ghostfreak, phased into his home, then turned back to normal.

"Impressive."

Ben spun around to see Amanda Waller sitting on his couch, her fingers interlocked and positioned so that only the top half of her face was visible.

"What are _you _doing here?" Ben snarled, his hand reaching for the Ultimatrix.

"I'm not here to fight, Mr. Tennyson, so you can stop reaching for the Ultimatrix." If Waller had hoped to rattle Ben by revealing that she knew who he was and the name of his watch, she was disappointed. All Ben did was raise an eyebrow. "You don't seem surprised."

Ben shrugged. "If you could figure out who Batman is, what chance did I have?" his hand, however, did not move away from the Ultimatrix, "Now what do you want?"

"I'm here to offer a deal." Waller stood and walked up to him; her head didn't even reach up to his chest, and he might have been one of the most powerful people on the planet, but she didn't even blink. Ben had to give her credit for that, at least.

"What kind of deal?" There was no way that Ben was going to do anything for Cadmus, but maybe he could learn something useful.

"I want you to work for Cadmus."

Ben stared at her. "… And?"

"And what?"

"You think I'm just going to join up with you people, with no incentive?" Ben shook his head. "Because you have more than a few points against you right now."

"Is protecting the world from the threat posed by the Justice League not a good enough reason? What do have against Cadmus?"

"Are you kidding me!?" Ben began ticking off reasons on his fingers. "You people cloned Supergirl, then sent that clone off to kill people in order to cover up your dirty little secrets. You created the Ultimen, giving them a false past, then you took them off to have who-knows-what done to them." Ben chose not to reveal that he knew the final fate of the Ultimen, safe in his own universe.

"Then there was the fact that you sent a _nuclear-freaking-missile _against a civilian population, all to try to destroy Doomsday, one of your own creations." Ben didn't actually have proof that Cadmus created Doomsday, but the odds were pretty good that they had.

"The incident with Doomsday shouldn't have happened!" snapped Waller. "He was released by a mentally unstable scientist, and the missile was launched without my authority."

Ben sneered; inwardly, he was smiling, since Waller had all but confirmed that they'd created Doomsday. "Well, it looks like you've got a personnel problem, don't you? You're not making a good case for recruiting me."

Waller took a deep breath. "That problem is another reason for you to join us; your sense of right and wrong could do well to curtail some of Cadmus'… darker aspects." She held out her hand, as if she expected him to shake it. "You have an incredible amount of power; if the Justice League ever went rogue, we'll need an even greater amount of power in order to stop them."

"And you want that power to come from me? Let me tell you a little story." He turned away from her, though he activated the Ultimatrix and set the dial to Rath, just in case. "I know the threat of having too much power; it can be intoxicating, addicting. A few years ago, I was once put in a position where I had limitless power. I could have reconstructed the entire universe, in any way I wanted."

Waller's eyes widened at the implication; this boy had, at one point, become a god? "But I chose not to. I didn't do it because there were people with me who knew who I truly was, and wouldn't let me force my will on the universe like that. The same thing is true for the League; we won't let another member join the bad guys, and if they do, we'll stop them. We don't need a shadowy group like Cadmus to keep us in check; we'll do that on our own."

"And what happens if you're wrong?" Waller demanded, "What happens if the entire League turns, and no one is around to stop you?"

Ben walked over to his door and opened it, gesturing for her to get out. "If something like that were to happen, then you're welcome to take your best shot. It won't happen, though." As Waller began to leave, Ben grabbed her shoulder and gave her a glare that would have made Batman proud.

"But know this," he warned, "if you ever try to attack the League, if for no other reason than out of your own fear, there won't be a rock for you to hide under. I will find you, and I will _end _you." Waller saw the look in his eyes; she had seen the eyes of stone-cold killers look more merciful than the retribution promised by this young man.

"We're done here." As she walked out, she gave Ben one last look. "I think we know where the other stands."

…

**Watchtower**

"She tried to recruit you!?" Superman shouted, his hands gripping the armrests on his chair hard enough to warp the metal. "How could she think that that would work!?"

After Waller's visit, Ben had gone back to the Watchtower and called for an emergency meeting with the senior members. He told them about what happened, and like Superman, they were outraged. They would have been the same for any member of the League, but Ben was like a little brother to them.

"I'm not sure that it supposed to work." Said Batman; of all the Leaguers, he was the most composed. "I think it was supposed to shake Ben's faith in the League, so that if Cadmus did ever attack us, he would at least stay neutral."

"Well, it didn't work." Ben sat up straight. "Cadmus has crossed the line with their genetic experiments; I'd never join them, and I know that you guys will never go bad. Neither will anyone else in the League."

"Still, there is a problem," said Shayera, "Cadmus knows where you live, and you basically threatened them. They'll know that they could easily take you out in your sleep; your security is at risk."

Ben shrugged. "My security was at risk back in my own universe, back when everyone found out my secret identity; I'm not worried."

"And what about the Ultimatrix?" asked Batman, "What if they get their hands on it? Even if they only unlock a few of the powers it contains, it could give them an army of metahumans, all trained to fight us. Until the situation with Cadmus is over, you're going to stay on the Watchtower."

Ben looked ready to protest, but the other Leaguers looked like they would support the Dark Knight's decision. He sighed; he was getting used to going home with Kara after a long day of being a superhero. However, Batman had made a valid point; he had enough experience with people trying to take the Ultimatrix.

"Okay, fine; I don't suppose I can have some of my stuff brought up from home?" Some of the other Leaguers nodded, and with that, the meeting was adjourned. As Ben walked out to head to his quarters, he was stopped by Shayera.

"Ben, are you really all right?" she put a hand on his shoulder. "You don't have to act like you aren't scared; no one will judge you."

Ben smirked. "Shayera, I've faced supervillains, alien invaders, mad scientists and a space-god, all while dealing with high school; a bunch of shadow-ops guys aren't going to make me lose any sleep." Shayera nodded.

"Good." She started to walk away, but then turned back. "Speaking of sleep, remember that you'll be here most of the time, so try to get some rest; take it easy with poor Kara, okay?"

Ben put his hand to his forehead and groaned. "You guys will never let it go, will you?"

Shayera pretended to think about it. "Hmm, nah."

…

**Cadmus Headquarters**

Amanda Waller stood in front of Professor Hamilton and General Eiling. The general didn't seem to care about the failure to sway Ben Tennyson to their cause, but Hamilton looked ready to break down in tears; probably because he knew that Cadmus would sooner destroy the Ultimatrix before letting it out of their control.

"As you said before, Professor, the Ultimatrix is a wild card; but now we know that it's a wild card devoted to stopping us." Waller sat down in her chair with a scowl.

"It doesn't matter," said Eiling dismissively, "that kid can only turn into one freak at a time; we'll be able to take him down, it just might be a little costly."

Hamilton took a deep breath. "I suppose you're right; while the aliens inside of the Ultimatrix aren't as powerful as, say, Superman, it is his variety that makes him such a threat."

Waller nodded. "Well then, we'll put Tennyson on our second-highest priority; unless something changes, Superman is now on top of the list."

The three stood up and walked into another room, where they met their benefactor.

"And I know that you're just the man for the job." Waller said.

Lex Luthor smiled.

**Hooray, I'm back! Sorry, between life, school and a mild case of writers block, I haven't been able to do much about this story. Still, I'm back, and I hope to get more chapters out sooner. **

**I know that this story had no action in it, but I wanted to focus on just how deluded Cadmus could be; after all, creating a sociopathic Kryptonian like Galatea and Doomsday, and they still think that they have the moral high ground? Someone needs to slap some sense into these idiots, and I think that Ben is just the hero to do it.**

**One last thing I want to do is give a couple of thanks. First, to Bigby, for giving me the idea for this chapter. Next, I want to thank all of you who have favorite/followed me. When I began this story, I had no idea that so many people would like it, and it makes me feel bad that I couldn't get you more chapters, but I'm doing my best.**

**Stay tuned, next episode is "Clash".**

**We're off to see the Muffin, the wonderful Muffin of Oz! **


	20. Chapter 16

**BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. I ONCE NAMED MY DOG KRYPTO, BUT DC COMICS CALLED COPYRIGHT ON HIM, AND NOW HE'S GONE… SNIFF… I MISS YOU, KRYTPTO!**

**Captain Marvel versus Superman is such an awesome fight. However, I refuse to call him Shazam, since it reminds me of that horrible movie with Shaquille O'Neal. Just the thought makes me ill.**

Ben 10: Unlimited

Chapter 16

Clash

**Metropolis**

The citizens of Metropolis did not normally fear for their lives, at least, not from things like supervillains, or falling airplanes. Superman was always there for them, and the people of Metropolis were his strongest supporters. The same support could not be said for the other heroes of the Justice League, which was why mobs of civilians fled in terror from the current brawl occurring downtown.

The supervillain Parasite, a mutated human that was purple with white stripes on his body, had escaped from prison, and was currently fighting several members of the League: Elongating Man, who could stretch his body into any shape, Metamorpho, who could turn his body into any kind of chemical reaction, Batman and Heatblast.

Elongating Man was currently unconscious; Parasite's power allowed him to absorb the energy out of people and, in the case of metahumans, their powers with just a touch. He could even use those powers just as well as the original wielders; it reminded Heatblast of Kevin, except that Parasite could do that without going insane.

Metamorpho tried to hit Parasite with a wave of acid, but the villain used his new rubber body to slither out of the way like a snake. Heatblast managed to contain him with a wall of fire, but couldn't risk getting close; the possibility of Parasite absorbing all of the powers of his aliens was too great a risk.

Before Heatblast could get another shot off, Parasite turned his lower body into a spring and launched himself over the flames, tackling Metamorpho as he did so. With a scream of pain, Metamorpho felt his powers being taken away, before he fell into unconsciousness.

Batman threw an explosive batarang at Parasite, but he merely turned his entire body into a gas, emerging unscathed. With Metamorpho's power, there wasn't much that either Batman or Heatblast could do; Metamorpho could respond to new situations just as fast as Ben could.

"J'onn, we're in trouble!" Batman said into his communicator.

"_Are you asking for help?" _The Martian's response was incredulous.

"Yes, we both are!" yelled Heatblast.

"_Neither of you ever ask for help."_

"Just get us some reinforcements!" Barked Batman, as he and Heatblast dodged a stream of acid.

…

In the skies over Metropolis, a passenger plane was going down; its wing had caught fire due to engine trouble, and it was headed straight for the city. As its wing sheared off, the passengers began to pray; one little girl, however, looked out the window next to her seat to see the prayers answered. Superman was coming to save them!

The Man of Steel used his super-breath to put out the fire, then flew underneath the plane to guide it to the airport. As he did so, he heard his communicator chime.

"_Superman," _came J'onn's voice, _"you are needed."_

"I'm in the middle of something," Superman replied, "can it wait?"

"_Unfortunately, no; it's the Parasite."_

Superman began to lower the plane. "Give me half a minute and I'll be right…" he didn't finish his sentence, as a red blur zipped past him, the wind knocking his cape over his head.

_What was that?_ Superman wondered, as he landed the plane and took off to help his teammates.

…

_Great, I'm gonna have to deal with an Ultimate Parasite._ Heatblast thought, as Parasite jumped at him; there was no time for him to dodge, and he wasn't sure how to beat him in the first place. Just before the purple metahuman reached him, however, a red blur smacked the villain into a building.

"What the…" Heatblast was confused, until he saw who the blur was. "Hey, Captain Marvel, glad you could join the party!"

Captain Marvel was a tall, muscular man with a red costume that had a gold lightning bolt on the chest. He had a white cape with gold trim slung over one shoulder. He had short, black hair, and a confident smile.

"I wouldn't miss it, Heatblast," Marvel replied; he always called Ben by whatever alien he turned into, while most of the other Leaguers had trouble remembering the names of more than a handful of his forms, "but I don't think that Parasite is quite welcome to _this _party."

"Yeah, he's getting to be a pain. I can't get near him, or else he'll get the Ultimatrix; that Wisdom of Solomon got any ideas?"

Captain Marvel tapped his chin in thought. "Wisdom isn't the same as knowledge; hey, Batman, what could stop Parasite at this point?"

Batman glanced at Parasite. "He has Metamorpho's powers; however, all chemical reactions stop at sub-zero temperatures." He looked at Heatblast. "You might need something a little colder."

"Got it." Heatblast slapped the Ultimatrix dial and disappeared in a flash of green light.

"ARTICGUANA!" Heatblast had been replaced with a blue, bipedal lizard wearing a black bodysuit. He was hunched over, and had several large fins coming out of his spine. "This should help him chill out."

Batman didn't react at the joke, but Captain Marvel actually laughed. He was one of the only Leaguers who ever laughed at Ben's puns; even Kara only laughed occasionally. Articguana took a deep breath, and released a blue beam of light at Parasite; once it hit him, his entire body was covered in ice.

"Once he's unconscious, the powers and energy he stole will be returned to their owners." Batman said to Captain Marvel. Marvel, understanding, rocketed towards the frozen villain and hit him with a powerful punch. The blow was enough to instantly knock Parasite out. As Batman tied him up with one of his bolas, Elongating Man and Metamorpho came to, and made their way over to others.

"Good work." Metamorpho said to Marvel. He gave Articguana a light punch on the shoulder, his way of saying thanks to the younger hero.

"It was nothing, really." Captain Marvel said modestly.

Elongating Man stretched his neck, bringing his head closer to Marvel. "Hey, I think he's blushing." He joked. Sure enough, a hint of red had appeared on the Captain's face at the praise.

"Seriously, Marvel, you got here just in time." Articguana honestly complimented.

"I'm sure you would've figured something out." Said Marvel.

"Well, thanks for not making my brain work too hard!" The alien joked; he and the others, minus Batman, shared a small laugh.

"Don't be modest, kid," said Metamorpho, "I don't even think Superman could have done a better…" he trailed off as Superman landed next to the group, "hey, we were just talking about you!"

"And you are?" Superman asked, his question directed at Marvel.

"Oh, that's right," said Elongating Man, "you were on a space mission when we recruited him, and you never met before now."

"I'm Captain Marvel, sir." Marvel held out his hand to Superman. "And it is a real honor; you're my biggest fan."

"Excuse me?" asked a confused Superman.

"Sorry, um, I'm _your _biggest fan; it's a little overwhelming meeting you."

"It's a pleasure, Captain," said Superman, though Articguana didn't hear any enthusiasm in his voice, "a real pleasure."

With the introductions out of the way, the heroes began to make their way out of the area, but were stopped by a crowd of reporters, Lois Lane among them. All of them began to barrage the Captain with questions, while the others stood back; Articguana in particular wanted to see how Marvel handled being swarmed by the media.

"Please, folks, one at a time." Marvel held his hands out in a placating gesture.

Lois spoke first. "Lois Lane, Captain, from The Daily Planet; how does it feel to be part of the Justice League?"

Marvel smiled. "How does it feel? Like I've waited my whole life for this. I mean, being on the same team with Superman, Batman, Wonder Woman…" he chuckled for a moment, "I still can't believe they actually let me join." All of the reporters gave a small laugh of their own.

"What is it you value so much about the League?" asked Lois.

"Golly," said Marvel, as if he'd never even considered the question before, "I guess it's all the good they do. Not just helping people—which is great—I mean, that's the reason we're all here in the first place, right? But they really make a difference; they change the world."

Articguana nodded; he couldn't put it better himself.

"How so?" Lois asked him.

"Well, just look at Lex Luthor." Said Marvel, "He used to be a supervillain, for Pete's sake, and now he's one of the good guys."

Articguana didn't necessarily agree with that, but he had to admit, despite Luthor's past, the man hadn't done anything to put him back in prison; he donated to charity, was researching cures for diseases and even building orphanages. He still doubted that he would ever trust Luthor, but even if he had some nefarious scheme in the works, at least some good was coming out of it all.

While Marvel was being interviewed, Articguana noticed Superman's hands clenching at his sides, especially when Marvel commented that it was good that Luthor was running for President.

"Let's go," ordered Superman. In a moment, he and the others, minus Captain Marvel, were teleported away.

…

**Watchtower, The Next Day**

It had been a month since Ben had been relocated to the Watchtower; in that time, he'd gotten to know each of his teammates better, though it did make seeing Kara a little difficult. They still went out, but both of them had gotten used to living together in Ben's house, though they had started to call it "their" house.

A lot had happened over the last month; five supervillains, under the command of Cadmus, had infiltrated the Watchtower while most of the League had been away, and had stolen the Annihilator, an indestructible, semi-sentient suit of armor forged by the Greek gods. Fortunately, Wonder Woman and Hawkgirl had tracked the suit down into Tartarus, the Greek underworld, and destroyed it, with the help of Hades. As a result, the two female Leaguers found their friendship slowly beginning to rebuild.

Sadly, another Leaguer, Huntress, had been dismissed from the League; she'd tried to kill the man who'd murdered her family, and with the help of The Question, finally tracked him down. That search brought the two into conflict with Green Arrow and Black Canary, but the four managed to put aside their differences and stop the murderer from escaping US custody. As far as Ben knew, Huntress and Question now had a very passionate, but very weird, relationship.

Ben had actually been expecting a lot of teasing from the other Leaguers about his own love life, but surprisingly, he'd only received a few good-natured jokes from Green Arrow and Flash; everyone else knew that Ben had to be there for his own safety, and that any strain on his and Kara's relationship was completely Cadmus' fault.

At that moment, Ben was telling Kara about the recent battle with Parasite while they got lunch.

"Wait a second," said Kara, "Captain Marvel actually laughed at that stupid cold joke?"

Ben gave her a grin. "Maybe he appreciates my sense of humor."

"Or lack thereof." Said Kara with a smile, robbing the joke of any malice.

"So," said Ben as they sat down, "what do you think of the new guy?"

Kara though about it; though Captain Marvel had only been a part of the League for a short while, he'd already made friends with nearly every member, Kara and Ben included. He was nice, funny, and brought a sense of hope wherever he went. Kara had yet to meet someone who hadn't walked away from talking to the man without a smile on their face.

"I think he's a good guy," she said, "he's gonna be fine here."

"Of course he's a good guy," said Ben, "I don't think we'd let him in if he was a bad guy!"

Kara lightly punched his arm. "You know what I mean; he's just likable."

Ben gave a look of mock-hurt. "You're not going to dump me for him, are you?"

Kara gave him a quick kiss. "Never in a million years."

Further flirtatious banter was cut off when they noticed Captain Marvel walking across the room, a rather angry expression on his face; that worried both of them, as they'd only ever seen a confident, friendly smile on his face before now.

"You think something's up?" Ben asked his girlfriend.

"Yeah; I heard Superman bring him over for a meeting. I heard some raised voices, but I wasn't paying attention to what was said."

Ben looked at her, confused. "How did you hear a meeting going…?" He suddenly understood when Kara tapped her ear, reminding him of her super-hearing. With a gesture from Ben, the two stood up and walked after Marvel.

"Hey, Captain!" Captain Marvel turned to see Ben and Supergirl, the latter of whom had called out, as they caught up to him in a hallway.

"Oh, hey, what's up?"

"Why don't you tell us?" Ben asked, "Did something happen?"

Marvel sighed. "The founding members, well, Superman really, got mad at me for the papers saying that I was endorsing Luthor for Presidency."

"Well, we aren't supposed to take sides in politics," said Ben, "but even if it _is_ Lex Luthor, I don't see why you would get anything more than a slap on the wrist."

Captain Marvel looked a little ashamed. "I… I may have overreacted when Superman said that some people don't change."

"Overreacted how?" asked Supergirl.

Now Marvel looked sheepish. "I, uh, may have dented the conference table."

"Okay, look," said Ben, "I'm not saying that people don't deserve second chances; back home, my best friend tried to kill me more than a few times, back before we became friends. But Luthor has put the entire world in jeopardy, and he's tried to kill every founding member of the League at least once."

"It was because of his money and his tech that General Hardcastle put me in a coma." Supergirl commented bitterly, crossing her arms. Ben put a comforting hand on her shoulder, while Captain Marvel looked guilty; he had forgotten about that incident. It was at least partially Luthor's fault that Superman's last surviving Kryptonian relative had been hurt; if he was being honest with himself, if someone had hurt _his _family, he wasn't completely sure that he'd be able to forgive them, either.

Ben continued. "Most of the League will probably never trust Luthor, but I think we're all willing to at least wait to see what he does; if he's clean, well, good for him. If he's dirty, we'll bust his butt."

Captain Marvel nodded. "Okay, I see what you're saying; I still think that everyone deserves a second chance, but… I can see how keeping an eye on him could be a smart move."

"All we ask is that you look at both sides of this argument," said Supergirl, "before you make a mistake that you'll regret."

The couple walked away, leaving Captain Marvel alone with his thoughts.

"You think he'll be okay?" asked Supergirl, as she linked her arm through Ben's.

"I think so," said Ben, smiling when Kara put her head on his shoulder, "I guess he just needed someone to talk some sense into him… someone who _isn't _Superman."

…

**Metropolis, A Few Hours Later**

Normally, Superman was pretty adept at avoiding attacks; even if he was invulnerable to almost everything, it was still annoying to get smacked into the side of a building. Nevertheless, that's exactly what happened, courtesy of a large, super-strong member of a new metahuman gang that had attacked Metropolis.

He, Batman and Ben, now as Spidermonkey, had easily caught up to them; they weren't exactly a challenge, but Superman had other things on his mind. He had yelled at Captain Marvel, a hero who meant well, but seemed a little too naïve. In retrospect, all Marvel had done was what he thought was right, but supporting Lex Luthor, of all people… On top of that, Luthor, who'd avoided all contact with Superman for months, had openly invited the Man of Steel to a charity he was hosting, commemorating the construction of Lexor City, a large part of Metropolis that had been repurposed to offer jobs and housing to the less fortunate of the city. It stank of a trap.

"You were a little hard on the Boy Scout, don't you think?" asked Batman, as he used a set of electrically-charged Brass Knuckles to punch out a man dressed like a Luchador. Superman knocked his own opponent into the side of a building; part of the wall collapsed on top of him, burying him and taking him out of the fight.

"I thought I was the Boy Scout."

"So did we," said Spidermonkey, as he swung on a string of web and kicked a man with a glowing crowbar, "until we met Captain Marvel."

"What do these guys want anyway?" asked Batman, after he knocked his own opponent into a phone booth.

"To take over the world," answered Superman, as the man with the crowbar ran at them, along with a man that looked like an armored baseball player, "or rob banks. I forget."

The baseball player threw a metal sphere; the heroes ducked, and the sphere hit a van with enough force to smash it into pieces, while the other struck his crowbar against the ground, creating a fissure that spread towards them.

"Okay, enough of this," said Spidermonkey, "it's time to go Ultimate!" he twisted the dial on his chest, then slapped it. In a flash of green light, Spidermonkey's body had changed; he looked like a blue gorilla, with three toes and fingers, and four spindly spider legs coming out of his back. He looked much more imposing than before.

"ULTIMATE SPIDERMONKEY!" His new voice was much deeper now. Ultimate Spidermonkey shoulder-checked the baseball player, knocking him to the ground. As he tried to rise, his face met a large, blue-furred fist. While he didn't get up again, Ultimate Spidermonkey didn't want to take chances; he opened his mouth and, after his lower jaw split down the middle, spat an enormous net of webbing onto the man.

"But back to Captain Marvel." Said Superman, as he wrapped the last man's own crowbar around his body. "Why are you two, why is _everyone _defending him!?"

"We like him." Batman said, before he knocked out the last villain.

"Yeah," agreed Ultimate Spidermonkey, "he's… sunny." The heroes had no time to relax, however, as Superman heard an alert from his communicator.

"_Superman?"_

"Yes?" The Kryptonian answered.

"_This is Emile Hamilton. J'onn was kind enough to patch me through."_

"What is it, Professor?" Hamilton wouldn't have called through the Justice League communicators if it wasn't important.

"_There's something here I think you should see."_

"You guys go," said Ultimate Spidermonkey, "I'll make sure the cops lock these guys up."

Superman nodded. "Okay, we'll see you at the Watchtower."

…

**S.T.A.R Labs**

Superman and Batman were a little surprised to find out that Hamilton's lab had been robbed; the security there was some of the tightest on the planet. Still…

"If it's just a simple robbery," asked Superman, as they walked alongside the professor, "why call us?"

"It was anything but simple." Replied Hamilton. "They ignored valuables, priceless gems, high-technology artifacts. In fact, the only thing they took was the contents of this safe." He gestured to the open safe in question.

"Nearly four pounds of weapons-grade Kryptonite."

…

After nearly an hour of examining every part of the safe, Batman put away his gear.

"So?" asked Superman, clearly impatient for the answer.

"The lock was nano-picked." Replied Batman, "LexCorp technology."

"Then Luthor…" Began Superman.

"Which _anyone _could have gotten their hands on." Interrupted Batman. "Or, for that matter, planted here to incriminate Luthor."

"You know it was him." Superman argued.

"I'm not entirely convinced." Batman replied. "This is pretty sloppy for Lex."

Superman scoffed. "He's the most arrogant human being on the planet. He _wants _us to know."

"Maybe," was Batman's only reply.

"_Maybe!?_" Superman couldn't believe what he was hearing.

"I'll go to the Watchtower," said Batman, "see if the Atom can find something I missed." He began to walk out.

"Since when do _you _miss anything?" asked an incredulous Superman.

"Since when do _you _jump to conclusions without evidence?" countered Batman. He turned to Superman. "Go to that charity event tonight. You'll help raise some money, and keep an eye on our elusive Mr. Luthor."

…

**Watchtower, That Night**

It was a slow night for the League; there hadn't been much to do, and many Leaguers had gone home. It was fortunate for Ben and Kara, who'd found that they had most of the station for themselves; normally, they'd never act like this on the Watchtower. They had had a quiet dinner, and enjoyed each other's company. Now, they were standing next to a window that looked out into space; Kara had her back against Ben, who had his arms wrapped around her.

"It's been a while since we had a night like this," commented Kara, as she reached up and placed her hand against Ben's cheek, "we should do this more often."

"Yeah," Ben agreed, "we should." Kara closed her eyes in pleasure as Ben placed kisses on her neck, working his way up to her jaw, then her lips.

"Now, Ben," Kara said slyly, "we wouldn't want to do anything naughty right now, would we?"

"We wouldn't?" asked Ben, a coy smile on his face.

"Remember, we're still technically on duty right now; what if something happens?" Honestly, Kara hoped that that wouldn't be the case, but she and Ben both knew their responsibilities, even if they hated them at times.

Ben shrugged. "Hey, maybe the universe is giving us a break tonight?" He placed another kiss on her cheek.

"_Ben, report to the transporter room immediately." _J'onn's voice boomed over the PA. Ben sighed, while Kara turned around to look at him.

"You just had to jinx it, didn't you?"

"Yeah, I know," said Ben, "I'm an idiot."

"Go on," said Kara, "I'll see you when you get back." She gave him a quick kiss, and then Ben ran off.

When he got to the transporter room, he found J'onn working at the teleporter controls.

"What's going on, J'onn?"

J'onn turned to him. "Superman is fighting Captain Marvel at Lexor City."

Ben blinked. "I'm sorry, I must've heard you wrong; did you say that Superman and Captain Marvel are _fighting each other_?"

"I did; apparently, there is a device underneath Lexor that is Kryptonite-powered." Ben's eyes went wide. "Luthor says that the device is a temporary generator, which will be disposed of once the next sets of generators are installed; Superman, however, believes it to be a bomb, and is trying to destroy it. Captain Marvel is attempting to stop him, since they do not have enough evidence to suggest that it is a weapon or not."

"What do you want me to do?" asked Ben.

"You know both of them; try to stop the fighting before half of Metropolis is leveled!"

…

**Lexor City**

As Ben, now transformed into Diamondhead, teleported down, he saw that J'onn wasn't kidding about Metropolis at risk. There were craters pocketing the area, and half of a building was torn down. He ran towards a group of people, civilians, reporters and some police officers; he also saw Lex Luthor among them.

"Where are they?" Diamondhead demanded without preamble. Luthor was about to answer, when Captain Marvel flew overhead and crashed into the street, Superman not far behind him.

"What exactly do you plan to do?" asked Luthor. Diamondhead stared at the battling heroes; Marvel had gotten back up and had delivered a haymaker that sent Superman into the air.

"I'm not sure," admitted Diamondhead, "but I think you should help get everyone out of here, Luthor." He jerked his chin in the direction of a group of children, many of whom were crying. Lex nodded.

"You're right, of course; I'll help with the evacuation of civilians." With that, the crowd began to hurry off.

_Well, that's one problem taken care of, _Diamondhead thought, _now how the heck am I going to stop two of the most powerful people in the League?_

As he saw the two heroes flying at each other, an idea came to him; from what he understood, there hadn't been any time for the two to work things out. Superman had just charged straight in; maybe all he needed was a chance to talk things over. He slapped the Ultimatrix dial.

"GRAVATTACK!" this alien was a large humanoid made of orange rocks, with a red stone embedded in his center.

"Okay," said Gravattack, "let's get 'em on the ground, first." He ran forward, close to the fighting, and raised his hands; a white glow surrounded both his hands and the two people above him.

Both fighters found themselves feeling very, very heavy, and plummeted to the ground; while both were strong enough to resist Gravattack's power, the suddenness of it caught them by surprise, and they hit the ground in front of him.

"You two finished now?" asked Gravattack.

Superman shook his head, as if to clear it; he glared at Gravattack. "What are you doing, Ben? There's a Kryptonite bomb right there!" he pointed at a hole in the ground. "I'm going to stop it!"

If Gravattack had eyebrows, one would have been raised. "Really? It looks more like you're beating the snot out of Captain Marvel." He glanced at Marvel. "No offense."

"None taken." Captain Marvel was clearly the worse off of the two; he was covered in scratches and bruises, and his costume was torn. "But I don't think that it's a bomb; why would Luthor put a bomb right under his feet? That would kill him, too."

Superman struggled to stand, fighting against Gravattack's power. "We don't have time for this; the bomb has to be stopped!" In response, Gravattack upped the gravity further, pinning the Kryptonian to the ground.

"Neither of you are going anywhere; _I'll _check it out, and see what it really is. If it's a bomb, I'll take care of it, and if it's not, well, you've got a lot of apologizing to do, Superman." He slapped the Ultimatrix dial.

"XLR8!" with that, XLR8 rushed to the hole that Superman had pointed to and dove in. Inside, after traveling down several stories of scaffolding, was a large, vaguely rectangular device. A timer was counting down to something, but XLR8 knew that whatever it was counting down to would occur in only two minutes. He slapped the Ultimatrix dial again.

"GREY MATTER!" the small alien crawled over the device, inspecting every feature, but taking care not to actually open it up, his brilliant mind hard at work. He began to mumble to himself.

"Hmm… no, no, that's not it… the trigger mechanism would be right here, but… well, I'd have to check…" he put a hand against the side of the device. "No, the composition is all wrong, the vibrations indicate that…" his head shot up. "Well, I'm certainly surprised."

…

Superman and Captain Marvel stood up, the gravity powers finally wearing off. Superman had memorized how much time he needed to get to the bomb and get rid of it; now, thanks to Ben and Captain Marvel, he wasn't sure that he'd be able to get to the bomb in time. He flew towards the hole, praying that he'd get there in time, when Chromastone jumped out.

"Get out of the way!" Barked Superman.

"Wait for it…" Chromastone crossed his arms and looked at a nearby streetlamp. None of the lights in Lexor were on, because Luthor said that the generator wasn't up and running yet. After a few seconds, the streetlamp flickered, then began to shine. Then the rest of Lexor followed suit, save for the building that was damaged.

Superman looked around, confused. "What? I don't…"

"It wasn't a bomb." Chromastone said, "I checked over every inch of it as Grey Matter; yes, it's Kryptonite-powered, but the pieces powering the generator are such low-quality, I'm pretty sure that even if it _was _a bomb, the blast wouldn't give you more than a bad headache."

Superman just stood there, shocked, while Captain Marvel heaved a sigh of relief, before swaying on his feet; Chromastone rushed over and caught him before he fell.

"Easy there, tough guy," he said, "why don't you find a quiet place to rest, while I handle things here?"

Marvel nodded, then flew to the top of a nearby building; he had a feeling that he was going to have to have a talk soon anyway.

Superman was still standing there, his mind almost unable to comprehend that Lex Luthor was innocent. That _he_, Superman, was the bad guy in this. If it hadn't been for Captain Marvel and Ben…

Several reporters, along with Lex Luthor, approached the two aliens.

"I can't thank you enough for stopping this misunderstanding before things got too out of hand." Lex Luthor held his hand out to Chromastone. For a moment, he almost shook it, but then he got a look at Luthor's eyes; they held a cold intellect, smarter than most people he'd met, but as much as he tried to hide it, his eyes also showed… disappointment? Instead of shaking his hand, Chromastone only nodded.

"The… the Justice League will pay for the damages." Said Superman, finally getting over his shock and gesturing to the half-collapsed building.

"No, this one's on me." Replied Luthor.

"How about _I _take care of it and no one has to spend a dime?" without waiting for an answer, Chromastone slapped the Ultimatrix dial.

"CLOCKWORK!" the metal alien stomped towards the ruined structure and raised his hands; a green beam of light shot forth, and before everyone's eyes, the building reassembled itself, brought back to the condition it was before it was destroyed. After taking a moment to breathe, Clockwork made his way back to Superman.

"You, me and Marvel are having a talk. _Right now_."

Superman only nodded, picking up Clockwork and heading towards Captain Marvel.

…

When they reached the Captain, Clockwork turned back into Ben and sat down; all of those transformations, plus the energy-drain from using his time-powers, left Ben exhausted. Captain Marvel, on the other hand, was looking much better; in fact, he looked like nothing had happened at all.

As Ben took a moment to rest, Superman and Captain Marvel looked at each other warily. Neither was really sure what their standing was with the other. Finally, Ben stood up, and looked at them both.

"You're both idiots."

The Man of Steel and the World's Mightiest Mortal stared at Ben in shock. Ben sighed.

"You," he said, pointing at Superman, "jumped to a conclusion about something; you had no evidence, and you took it upon yourself to try to fix a problem, even though you had no idea what you were doing." Then he turned his attention to Captain Marvel.

"You just jumped into the fight; you could have said something like, 'hey, Superman, why don't we see what this device really is, before we do something stupid; maybe we can call a specialist in the League, since they can just _teleport in someone like it's nothing_!'"

Superman and Captain Marvel looked at each other; after a moment, Superman took a deep breath and walked over.

"Captain," he said, "I'm sorry for the way I've treated you; I was out of line, and you were right to call me out like you did. I hope that you can forgive me." He held out his hand.

Captain Marvel looked at the extended hand, then at Superman's face; a small smile appeared on his own. "Superman, sir, I can forgive a man who knows that he made a mistake; I just hope that you can forgive _me_ for blindly thinking that Luthor was trustworthy. I know his history makes that hard, and I promise to be more wary of certain people from now on, but…" his eyes turned hard, "but I won't stop thinking that people can get a second chance!"

Superman nodded. "And I won't ask you to do that, son. It's hope like that that'll lead the way to better tomorrow."

Ben coughed, drawing their attention. "Look, this is all well and good, but can you continue this discussion at the Watchtower? It's dark, cold, I'm exhausted, and I promised Kara we'd watch a movie later."

Superman and Captain Marvel laughed.

…

**Watchtower, The Next Day**

The founding members of the League looked at each other, then at Superman. The Man of Steel had his head in his hands after he told them what had happened at Lexor. They all knew how close to disaster yesterday had been.

"If Ben hadn't been there," said Superman softly, "if Captain Marvel hadn't tried to stop me…"

"It wasn't your fault, Clark." Said Batman, "They set you up."

"How can it not be my… wait, 'they'?"

Batman nodded.

…

**Luthor Estate**

"Ah, things went well, all things considered." Lex Luthor pulled out a bottle of wine and popped the cork. "Superman is now seen as paranoid, and if the leader of a group is unstable, what does that say about the people he leads?" He poured the wine into two glasses. "Things might have gone better if that alien shapeshifter hadn't gotten in the way, but the seed of doubt has been sown."

He handed one of the glasses to the shadows, where it was accepted by a smirking Amanda Waller.

"To victory, Mrs. Waller."

"To victory, Mr. Luthor."

**Yay for Ben Tennyson, the only person able to point out the obvious flaws in logic. Spock would be proud. Yeah, Superman was a bit, um, crazy-paranoid in this episode. I didn't like it. Thankfully, our favorite Ultimatrix-wielder was on the case. Are you glad that I was able to introduce 3 aliens that hadn't been used yet? And yes, Ultimate forms count. **

**I know that many of you want Alien X to show up. I want him to show up too, but I'm not sure when he'll show up, myself. Probably near the end of the series, since I have an idea that will tie into the sequel (which **_**will**_** come).**

**I'm going to try to update sooner, but I have midterms coming up soon, so I'll be working on that stuff first. **

**Next up: you wanted it, you asked for it, and adventure with Ben and Shayera!**

**Stay tuned for "Mystery in Space".**

**They may take our lives, but they will never take… OUR MUFFINS!**


	21. Chapter 17

**BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. BUT THE LITTLE DEMON SITTING ON MY SHOULDER SAYS THAT ONE DAY THEY WILL BE MINE. THANKS FOR THE HOPE, SMALL DEMON-THING!**

**This chapter has absolutely nothing to do with the plot. However, I really liked the episode, so I'm putting it in. I'm not doing it because it's one of my most-requested episodes. I don't cave in to peer-pressure. Really, I don't. Now if you'll excuse me, I'm going to eat a cactus because all of my friends say it'll make me popular.**

Ben 10: Unlimited

Chapter 17

Mystery in Space

**Watchtower**

"And then, the crazy miner sets off all of his explosives, and we barely make it out alive!" Ben finished his story to Shayera, who laughed. The two of them were sharing a shift on the observation deck, and since monitor-duty was _boring_, Ben was keeping both of them entertained by telling her about some of his adventures back in his universe.

"How you survived all those close calls is a miracle," Shayera commented, "ever tried going to Vegas with that kind of luck?"

Ben shrugged. "I don't think it'd be fair to anyone else."

Shayera raised an eyebrow. "Since when is anything in Las Vegas 'fair'? I remember when we went to stop the Joker from blowing the whole city up, and when John tried to move one of the bombs away, Joker detonated it!"

"Speaking of John," said Ben, "how are things between you and him?" He had been glad that those two had finally gotten back together, but he hadn't heard how their relationship was going.

"We've been taking things a little slower than, say, you and Kara," Ben rolled his eyes at Shayera's comment, "but we've talked about moving in together at some point. It's not like I'd have a lot of stuff to move, since I live here on the Watchtower."

"I understand," Ben said, "but still, I'm glad that you're together; I can tell you make each other happy."

Shayera gave a wry smile. "Glad you think so, but some other people…" she trailed off.

"Vixen?" Ben had seen Vixen flirting with Green Lantern nearly every time those two had been in the same room; she must have been annoyed that John had been holding out for the Thanagarian for so long.

Shayera nodded. "She hasn't done anything, she's a complete professional during a mission; I just wish she'd stop wasting her time giving me dirty looks."

"You want me to talk to her?" Ben offered. Since Shayera's return to the League, Ben had been the unofficial peacemaker between her and the Leaguers who didn't trust her. Thankfully, when Wonder Woman had finally gotten over her own issues with Shayera, many of her naysayers had also followed suit. Sadly, there were still a few diehards, and Vixen was one of them, though she might have acted the way she did out of petty jealousy.

Shayera gave Ben a glare, knocking him out of his musings. "Please, Ben; if I could get upset from just a few dirty looks, I'd have broken down years ago."

Sometimes, Ben forgot that Shayera was an accomplished soldier years before she became a superhero.

Before the conversation could go any further, they heard J'onn's voice above them.

"Shayera!"

Both Ben and Shayera heard the urgency in J'onn's voice; Shayera spread her wings and flew up to the Martian's position, while Ben, who was curious to see what was going on, followed on foot. He found the two in front of a communications screen, along with Green Lantern. On the screen was an alien, though Ben couldn't identify the species or even the gender through the large helmet the alien wore.

"Shayera," said J'onn, pointing to a readout in front of them, "is that what I think it is?"

The Thanagarian looked at the data. "It's transuranic iron ore. Nth-metal, like my mace, but unrefined; what about it?"

"We're stranded on a rock that's pretty much made of the stuff." The voice of the alien sounded strange, no doubt due to the helmet worn on its head. "We're just miners; are we in any danger?"

From the alarmed look on Shayera's face, the answer was yes. "Sit tight; don't move and don't touch _anything_." She spun around and headed out. "Prep a Javelin for me; I'm on my way."

"Wait," J'onn ordered, "I'll send you a support team."

"Don't need one," Shayera retorted, "I'll handle it myself."

"That wasn't a suggestion." J'onn's eyes glowed dangerously. "You haven't been pulling your weight as a team leader."

Shayera was indignant. "Excuse me!?"

"You're not alone anymore," J'onn said calmly, "so stop behaving as if you are."

As much as Ben hated to admit it, J'onn was right; ever since returning to the League, Shayera had hardly ever led a team of her own. Most of the time, she was grouped with other founding members, or on her own. For a while, Ben had thought that it might have been because of the mistrust from the other Leaguers, but maybe Shayera just didn't _want _to work with them.

"I'll go with you," offered Green Lantern, probably so that if Shayera had to be grouped with someone, it might as well be with someone that she trusted.

"No, you won't." J'onn gave Lantern a sharp look. "You're both founding members; I don't want any question about who's leading the mission."

"I can go," Ben said, "I'm not a founding member, and under the rules we established, Shayera outranks me. Plus, I'm probably the best person to have if we run into something unexpected."

"You just want to get out of monitor duty." Accused Green Lantern with a mock-glare.

Ben shrugged unrepentantly. "That's just a bonus."

"I'll go too." The four heroes turned to see Vixen approaching them.

J'onn considered that for a moment. "Fine. Javelin 26 is ready on pad 9; I'll also have Vigilante go with you, as additional security."

Ben had mixed feelings about Vigilante. On the one hand, he got along with the guy fairly well, even if he dressed and acted like a crazy cowboy. On the other hand, he was another member of the "Do-Not-Trust-Shayera Club". Still, maybe this mission could show both him and Vixen that Shayera was worth trusting.

With a huff, Shayera relented. "Come on." She, Vixen and Ben left. As soon as the elevator doors closed after them, Green Lantern glared at J'onn.

"Yes?" J'onn had an idea of what Lantern was going to say, even without using his telepathy.

"Why did you do that?" demanded Green Lantern.

"Neither Vixen nor Vigilante have spent much in space; it's good experience for them."

"You know what I mean!" Green Lantern growled. "Putting my girlfriend on the same team as the woman who's always hitting on me, plus a crazy cowboy, both of whom hate her guts?"

"I have no doubt that they will act professionally on a mission." J'onn turned back to the communications screen. "And even if they don't, Ben is with them; he should balance everything out, should something occur." He reestablished contact with the alien. "I've assembled a rescue party; help is on the way."

"I don't know how to thank you…" The alien bowed its head as the screen in front of it went black. Then it pulled off its helmet, revealing a very human-looking face. The bulky space suit fell away, revealing white, formfitting body armor, with a gold trim. A pair of large, grey wings spread from the alien's back.

"But I'm sure I'll think of something." Finished Lieutenant Paran Dul, of the Thanagarian Empire.

…

**Just Outside the Site of the Distress Call**

"No, no, no!" barked Shayera, as the Javelin dropped out of light-speed, "Reset your hyperdrive vectors!"

Though Vigilante, who was piloting the Javelin, wore a red bandana that covered most of his face, anyone looking at him could tell that he was frowning at her.

"No one likes a backseat-driver, ma'am."

Shayera glared. "You need another twenty hours of flight time before you're certified."

"And some of us are already right certifiable." Vigilante's words were muttered and muffled by his bandana, but Shayera still heard them.

"Vigilante, if you've got a problem with me, we can take it to the gym after the mission's over."

Vigilante shook his head. "No, ma'am; resetting vectors." As the Javelin began to descend to the surface of the planet, he said, "Maybe you oughta think about riding sidesaddle for a change."

Shayera started to rise out of her seat, but Vixen, seated behind her and next to Ben, placed a hand on her shoulder.

"Let him be," she said, "men have fragile egos." Ben raised an eyebrow, but Vixen ignored it and kept talking. "To get what you want, you have to know how to talk to them."

"Yeah, I don't really do that." Said Shayera, tapping the handle of her mace.

"So I've heard." Vixen smirked, "But maybe you should learn." Surprisingly, neither the smile nor the comment had any malice behind it. Shayera still huffed and looked away.

While she was busy fuming, Ben turned and whispered to Vixen. "Okay, what's going on? Yesterday you looked like you wouldn't care if Shayera got hit by a truck, and now you're giving her advice?"

Vixen sighed. "I don't know; maybe I'm starting to see that John will never be with me. I can't stay bitter at Shayera for something that neither of us has control over."

Ben was surprised by how honest Vixen was being, both with him and herself, as well as her change in attitude; it was a pleasant surprise. Maybe he wouldn't have to sooth any frayed nerves today.

He gave her a smile. "Hey, don't worry about it, I'm sure you'll find someone." He looked to the front of the Javelin. "Maybe Vigilante?"

Vixen glanced at the gun-toting hero, who was directing several colorful Texan idioms towards the controls. Ben and Vixen glanced at each other, then only partially suppressed a case of the giggles.

"Something wrong?" Shayera had gotten over her anger and looked behind her to see two of her teammates holding their sides and snorting.

"Nah, nothing," said Ben, straightening in his seat, "just laughing at a joke."

Shayera said nothing, the Javelin coming to land on the surface of the planet. Around them stood a lush, jungle environment, and a breathable atmosphere, according to the sensors. Before they left the Javelin, however, Vixen tapped into the snake's ability to see heat, and looked around.

"Guys, I'm not seeing a mining ship out there."

Ben frowned; the people they were supposed to help had said that they had come to this planet to mine. What happened? Shayera went back to the sensors.

"There's nothing on the instruments, either."

Vigilante raised his hands in protest. "I followed the distress beacon, just like in the manual." Shayera gave him her best reassuring smile, which was basically an expression that wasn't a scowl.

"Not saying you didn't, but this is weird." She fiddled with the sensors. "I'm not detecting any Nth-metal, either."

Vigilante took out one of his pistols and checked the bullets. "We could sit here studyin' on it all night, or we could go take a look-see."

Shayera thought about it for a moment. "All right, but stay sharp; this looks funky. Ben, we're going into a mine; think you could use Armodrillo?"

Ben nodded. "Sure thing, just let me go outside to change." Armodrillo was a good choice; if something happened while they were inside a mine, he could just tunnel a way out for them. As soon as the Javelin's ramp lowered, Ben transformed into the large, yellow alien.

The four walked to the mine's entrance, when Vigilante squatted to get a better view of some footprints.

"Somebody was here," he mused aloud, "maybe they went into the mines."

They walked inside, Shayera leading the way. The darkness of the mine was illuminated by the crackling energy of her mace. Vixen and Vigilante stayed close to Armodrillo; if they needed to get out fast, they'd have to stay right on his tail. After a few moments of walking, Shayera stopped and squinted at one of the support struts; something wasn't right.

"What is it?" asked Vixen.

Shayera knelt and waved the mace near the strut; no matter where the light moved, the shadow stayed the same. When the mace actually made contact, it passed _through_ the strut!

"The whole mine's a hologram!" Shayera shouted, "We've been suckered!"

"Move!" Armodrillo grabbed the two women and shoved them behind him, just as a blast of energy ricocheted off of his armor. The four backed out of the mine, Armodrillo using himself as a shield, while Vigilante returned fire from around him. As soon as they exited the mine, however, more shots from the surrounding jungle fell all around them.

"Back to the Javelin," Shayera ordered, even as she deflected a shot with her mace, "we'll take cover there. Vig, lay down some cover fire; Ben, turn into something that can help him!"

"On it!" Armodrillo slapped the Ultimatrix dial.

"CHROMASTONE!" The purple alien simply absorbed the energy-blasts and used them to empower his own energy-based attacks and sent them right back at the attackers. He also used himself as a shield for Vigilante, the only normal human of the group. Since they couldn't see what they were fighting, the heroes had no choice but to make a mad dash for their ship, dodging (or in Chromastone's case, absorbing) energy-blasts all the way.

Shayera looked up, just in time to see a large rocket headed straight for…

"Scatter!"

All four dove out of the way, just as the rocket hit the Javelin, blowing it to pieces. The shockwave sent all of them flying. Shayera caught herself in midair, as did Chromastone; Vixen used her natural agility to land on her feet, but Vigilante was slammed into a tree. Shayera picked him up, and yelled for the other two to take cover.

Chromastone swooped in and picked up Vixen, making sure that any energy attacks sent their way would only hit him; the two landed at the top of a large rock formation, and were quickly joined by Shayera and Vigilante. Shots from their still-unknown attackers hit their cover, and Vigilante started returning fire, only to get dragged back down by Shayera.

"Can you even see what you're shooting at!?" she snarled.

"Nope," said the cowboy, reloading his pistols, "just keepin' 'em honest."

"Giving away our position is more like it!" she yelled.

"Hey," Vixen interrupted, "how about we fight the bad guys instead of each other?"

_Wait a second, _thought Chromastone as he stood up, ignoring the energy getting absorbed into his body, _these lasers look really familiar… _

"Ben," said Vixen in a warning tone, "I know you think that Chromastone can't be hurt by energy attacks, but I don't think that this is a good time to test that theory!"

"Shayera," Chromastone said, ignoring Vixen for the moment, "does this energy remind you of anything?"

Shayera stopped and really looked at the energy flying over their position. Now that she thought about it… her eyes widened in recognition, just as the shots ceased and a voice rang out.

"Shayera Hol!" The other three Leaguers poked their heads out from cover alongside Chromastone, and saw an unexpected and unwelcome sight.

Thanagarians; five regular soldiers, along with one female in white armor. Behind them stood another Thanagarian, minus his wings, and strapped into a bronze exoskeleton. All of them were armed and looked very angry.

"Paran Dul?" Shayera barely whispered the name, but the others heard her.

"Friend of yours?" asked Vixen. Had this encounter occurred even a few days ago, she might have been snide about it, but now she was just annoyed; these Thanagarians had laid a trap for her teammate, and dragged them all into it as well.

"Huh," commented Vigilante, "birds of a feather."

"Not the time, dude." Chromastone hissed.

"Did you really think you could get away with betraying the entire Thanagarian Empire?" Paran Dul's voice was a mix of arrogance, grief and rage.

"Hold up," Vigilante whispered, "I thought we were the ones she betrayed."

"Sounds like she betrayed everybody, cowboy." Commented Vixen.

"Yeah," said Chromastone, "but at least she joined the right side in the end. I should know; I was there."

The two heroes glanced at him in surprise; they'd heard stories of Ben's exploits in the past, but he'd never said anything about helping to stop the Thanagarian invasion. It took them both a moment, but they realized that it was probably out of respect for Shayera; he didn't want to bring up any unpleasant memories.

Paran Dul continued. "You helped the Justice League and that shapeshifting freak to destroy my hyperspace bypass."

"Freak?" repeated an indignant Chromastone.

Shayera called out from behind her cover. "I only did it to stop you from killing everyone on Earth!"

"That bypass was our last hope." Suddenly, all emotions save for grief left Paran Dul's voice. "Without it, we were helpless against our enemies." Then the rage came back. "Because of _you_, the Thanagarian Empire _lost the war_!"

The Leaguers were shocked; they hadn't realized that by saving the Earth, they'd doomed another species. Even Vigilante, who hated Thanagarians, wasn't unmoved by this news. Shayera, however, took it the hardest; her posture slumped, and a single tear fell down her face.

"Nothing to say, _traitor_, or hadn't you heard?" Paran Dul stood there, mocking Shayera's pain.

Shayera's head snapped back up. "Hro," she said softly, then raised her voice, "what happened to Hro?"

Chromastone remembered; Hro Talak, the commander of the Thanagarian invasion, and at one point, Shayera's betrothed. He'd beaten Hro as Ultimate Swampfire, back on Hro's flagship; after the bypass had been destroyed, Hro had ordered a withdrawal from Earth. In Ben's mind, he hadn't been that bad a guy, aside from the whole "trying to destroy mankind" thing.

Paran Dul sighed. "After you and the Justice League destroyed the bypass, our fleet was ordered back to Thanagar. By the time we exited hyperspace, the Gordanians had already begun their final assault on our home world."

For a moment, Dul's voice became proud.

"In their minds, the war was over; but not for Hro Talak. He single-handedly destroyed a dozen of the enemy battleships… but finally, the battle was lost. Of our entire fleet, only Hro Talak's ship remained. He ordered us into a scout ship. We barely made it out. With his final breath, he destroyed the Gordanian flagship."

Paran Dul brought herself out of her own memory. "Too little, too late. The war was already lost."

"I didn't know." Whispered Shayera.

"Did you…" Chromastone didn't know how to put this delicately, "did you still have feelings for him?"

Shayera sighed. "For a lot of people I've let down."

Chromastone, Vixen and Vigilante glanced at each other, an unspoken agreement made between them. Despite any misgivings, they wouldn't let anything happen to their teammate.

"All we want is Shayera Hol," said Paran Dul, "if you hand her over, the rest of you can go free; even you, shapeshifter. If you choose to fight with her, you will most assuredly die with her."

"Let me think on that." Vigilante stood up and unleashed a fusillade of bullets at Dul, who took cover behind the shield she'd been holding at her side. With a snarl, Dul pulled out an energy-pistol and opened fire, but Chromastone caught the shot on his arm, absorbing it. Shayera grabbed Vigilante by the shoulder.

"You don't speak for the team," she growled, "I do. Maybe I _should _let them take me."

"Like horse hockey." Vigilante shot back. "Pardon my French."

"We're Justice League," added Vixen, "we don't turn our backs on our teammates."

"We won't let them take one of our own," Chromastone finished, even as he sent blasts of energy at the Thanagarians.

"Kregor!" shouted Dul, "Take care of the freak!"

"Yes…" mumbled the Thanagarian in the exoskeleton. He charged forward and grabbed Chromastone by the face. Chromastone tried to shoot the offending arm off, but the metal was made of sterner stuff. Kregor lifted Chromastone up and slammed him into the ground, then did it over again.

"Ben!" yelled Shayera, "We need to go, now!"

_Okay, _thought Chromastone, _let's see how he likes this!_

Chromastone built up his energy and then released it in one blinding, but otherwise harmless, blast. Kregor might have had incredible strength and resilience, but his eyes were still organic, and that meant that they could be blinded. In a reflex, Kregor released Chromastone, vainly trying to shield his eyes. When the light faded, and the Thanagarian's vision returned, the heroes had vanished.

Paran Dul gritted her teeth in frustration; they'd almost had the traitor!

"This is a waste of time," said one of her soldiers, "we should be headed back home to join the resistance."

"Not until the traitor is dead," was Dul's response.

"Or until _she _kills _us_." The soldier didn't get a chance to say more, because Kregor wrapped his giant metal hand around his throat.

"No," he rasped, "we're here to kill Shayera."

"Calm down, Kregor, calm down." Dul put a hand on Kregor's metal elbow.

"We're killing her though, right?" Kregor's voice was pleading, like a child that wanted a toy.

"Of course," Dul assured, "now put him down." Kregor threw the soldier to the ground and stomped towards him.

"Don't confuse me," he warned, "my head doesn't work so good since…" he seemed to think about it. "It doesn't work so good! But I remember that it's Shayera's fault I'm this way, right?"

During the invasion, Kregor had been Hro Talak's chief lieutenant; he and a squad of soldiers had stormed the Batcave, but had been defeated by the League. The heroes had needed the security codes that he possessed, but he wouldn't give them up. As a last resort, the Martian Manhunter had taken the information, using his telepathic powers in a violent manner; as an unintended result, Kregor had suffered severe brain damage, as well as paralysis. In order to get him into fighting shape, he had been placed inside of his new body. He was now only a weapon to be unleashed in a direction.

"Right, that's right," agreed Dul, "she hurt us all, and we're going to hurt her back." Kregor nodded, then used the thrusters on his back to fly off, while Dul helped the soldier to his feet.

"I'm just saying," the soldier continued, "Shayera Hol was an instructor in Espionage Wing. She's better trained than all of us put together."

Dul didn't look impressed. "Then we'll just have to out-think her, won't we?"

…

Vigilante spotted one of the Thanagarian soldiers flying just over the trees that they were hiding under and drew a bead on him. Before he could fire, however, Shayera pulled his arm down.

"Hold your fire!"

"What?" demanded Vigilante, "That's loco! I got him!"

"He wouldn't be flying so low unless he wanted to be seen." Replied Shayera.

Vixen walked up to them. "You think he's a stalking-horse to trick us into revealing our position." She said it as a statement, rather than a fact.

"Sounds smart," commented Ben, who'd needed to turn back to normal and allow the Ultimatrix to recharge, "risky, but smart."

"What makes you so sure that's what he's doin'?" asked Vigilante.

"Because that's exactly what I would do," answered Shayera, "and I'm one of them."

"Okay, I'm gonna stop you right there." Ben walked up and looked her in the eye. "You might be the same species as them, but you are _not _one of them."

"Why's that?" asked Shayera.

"Because if you were one of them, you'd be up there, hunting us down." Ben gestured to the others and himself. "But you're not, and I'm sick of you saying that you deserve getting treated like this, just because you made a mistake. You're down here, trying to keep us all alive. I don't care what anyone else says, Shayera; _you are one of us_." He glanced at Vigilante and Vixen, who stepped forward.

"Ben's right," said Vixen, "right now, I don't care what you did in the past, and I don't think that you should, either. If you can stop beating yourself up, I'll consider the slate wiped clean."

Vigilante nodded. "I reckon we should save the one hawk worth savin'. After all, ya did help save Earth; I reckon we owe ya for that, at least. Now come on, Miss Special Ops, where to?"

Shayera stared at them, shocked by their support, simply nodded and marched off, the rest of her team right behind her. After a few minutes of walking, Vigilante spoke up again.

"Hey, Vix, why don't you use them animal-powers of yours and give us a leg up?"

Vixen gave him a look. "I live in a loft in Chelsea, Vig, what makes you think I know anything about the jungle?"

Vigilante took off his cowboy hat and rubbed the back of his head in embarrassment. Ben sighed and moved forward, before his friend dug himself into a deeper hole.

"Do we actually have a plan, Shayera, or were we just going to walk aimlessly through the jungle for a while?"

"I do have an idea," said Shayera, "I just wanted to get under some deeper foliage first." The other three looked at her expectantly. "We should split up. Ben, you come with me; Vig, go with Vixen. We'll spread out and find their ship. We can either use it to get back to Earth or call for help, whatever we get time for."

"Might be easier if there weren't so many hawks in the sky," commented Vigilante, "think we should thin the herd first?"

Shayera shook her head. "No, we can't afford to slow down for anything. The second they even suspect what we're doing, they'll move the ship into orbit, and we'll never get to it. We'll have to be sneaky and smart about this."

Vigilante nodded, the plan making sense to him.

Ben gave a lazy salute to the pair. "You guys better get there."

Vixen gave Vigilante a pat on the back. "I'll make sure he comes back in one piece."

Shayera gave a small smile. "Good luck."

…

Vixen and Vigilante marched through the jungle, doing their best to avoid branches and roots. For a while, it was silent, but awkward between them. Finally, Vigilante tried to strike up a conversation.

"So, now we know what ol' Ben was doing during the invasion. What about you?"

Vixen shrugged. "I fought them as best as I could. Couldn't do much, there were too many of them for as straight fight, but I like to think I did some good. What about you, what did you do?"

Suddenly, Vigilante regretted bringing up the subject. "I… I fought 'em too, but, well, I got caught; they locked me up in at tiny cell. It was… humiliatin'." He didn't want to say any more than that, and Vixen could see it. She could also see…

"You're hurt!" she pointed at Vigilante's leg, which had a bad gash on the shin, courtesy of a Thanagarian energy weapon.

"I was in a fight, remember?" Recalling his treatment at the hands of his one-time captors had made him a little snappish.

"Why didn't you say anything before?"

Vigilante shrugged. "Didn't wanna raise no fuss."

Vixen sighed. "Men…" She ripped off the torn part of Vigilante's pant leg and wrapped it around the wound. "That'll hold for a while, at least."

Vigilante tipped his hat. "Much obliged." Vixen could tell that the cowboy was smiling underneath his bandana, and she returned it. "So, if ya don't mind my askin' why're you bein' so nice to Hawkgirl?"

"Ben's said it before," explained Vixen, as they continued to move, "Shayera made a mistake, and she's had to live with it. Now she's got another piece of guilt: the end of her species' civilization. I can't be so petty about Green Lantern when the girl's already got all that hanging over her head."

Vigilante nodded, if a little reluctantly. "I guess you're right, darlin'. No need to kick 'er while she's down."

Vixen gave him a smirk. "Darlin'?" she echoed, then laughed as she saw a hint of red on Vigilante's face that wasn't his bandana.

Further conversation was halted when an energy blast ripped forward and struck the spot between them. Vigilante whipped out a pistol and fired in the direction of the offending shot. He was rewarded by a cry of pain as a Thanagarian soldier fell out of a tree, clutching a wounded wing. Another soldier flew towards them, firing his rifle as he moved.

"No time for a shootout, cowboy, we gotta move!" Vixen picked Vigilante up and tapped into the power of the cheetah. In a blur of motion, they were gone.

…

"So, Shayera, what changed your mind?"

Shayera was focused on clearing some bramble in front of them, and didn't think about Ben's question.

"What do you mean?"

"I mean, one second you were all 'I deserve everything that's coming to me', and now you've suddenly got this, I don't know, spring in your step."

Shayera raised an eyebrow. "Spring in your step? Who says that anymore?"

Ben sighed. "Just answer the question."

It looked like Shayera was about to, when a blast of energy shot towards them; she managed to deflect it with her mace, but she was put on the defensive. Ben reached for the Ultimatrix, but before he could even activate it, Kregor fell out of the sky, landing in front of him and slammed him away with one mighty blow. Ben crashed into a rock formation and fell still.

"BEN!" Shayera tried to rush to her friend's aid, but she was pinned by the fire coming from the two soldiers attacking her.

Seeing that Ben was no longer a threat, Kregor marched towards her. "You took Commander Talak from us, Shayera, and your friend, the green one, did something to my mind; something bad." He looked down in thought, as Shayera readied her mace. "I miss Commander Talak. I miss being able to think without pain." His head snapped up. "But no one's going to miss you."

He pointed his arm at her, and it turned into a large cannon. Before he could fire, however, an orange-colored blur slammed into him, knocking him off-balance. The other two soldiers scattered as bullets whizzed by their heads.

"You okay, Shayera?" asked Vixen, not taking her eyes off of Kregor.

Shayera nodded. "I'm all right, but Ben's down."

"Okay, I'll buy you some time to get him and Vig to safety; he's hurt too, by the way." Before Shayera could tell her no, Vixen called on the strength of the elephant and tackled the Thanagarian cyborg, slamming him into the other two soldiers, then jumped on top of him. With the elephant's strength also came its weight, so the aliens were pinned.

"I got this, go!"

Shayera, who had been checking Ben for a pulse, looked at her teammate in apprehension. "I can't leave you behind!"

"I'm right behind you; I'll ditch as soon as you guys are clear!"

Reluctantly, Shayera grabbed Vigilante and the still-unconscious Ben and flew off. Vixen looked down at her captives, who were struggling to get out from under her.

"You're wasting your time," she said, not seeing one of Kregor's arms moving behind her, "right now, it's like an elephant is sitting on your AH!" she screamed in pain as Kregor struck her with an electricity-charged fist.

As she fell to the ground, twitching, the Thanagarians got up. One pointed his rifle at her, intending to finish her off. Vixen's eyes went wide, and she held up her hands.

"Wait! Wait!" she yelled in a panicked voice, "Don't shoot, please!"

The soldier sneered. "I can't think of a good reason not to."

Vixen stared up at them. "Because I can give you Shayera Hol. You still want her?"

Kregor pushed the soldier aside and picked Vixen up by her wrists. "I'm supposed to believe you would give me your teammate? Ha! I'm brain-damaged, not stupid."

Vixen glared at him. "My animal senses are a hundred times more acute than yours; I can find her with ease."

One of the soldiers scoffed. "And why would you want to?"

"You mean besides saving myself?" Vixen had to give a good reason, and fast. "Shayera and I… we want the same man." While that wasn't necessarily untrue, she had done some thinking about her and Green Lantern. She'd recently come to accept that there wasn't going to be anything between them. Still, she added in a little heartbreak to her voice, trying to sell it.

"Enough of this," said one of the soldiers, clearly not buying it as he raised his rifle.

"Wait!" barked Kregor, "I believe her." He dropped Vixen, who landed with a pained grunt. "Lead the way."

Vixen tried to rise, but fell back down, groaning and clutching her ankle. "Any of you got a med kit?"

The two soldiers looked at each other. "We've got an analgesic projective back in the ship," said one, "_after _you help us."

Vixen glared at him. "If you want me in condition to track someone over this terrain, you'll take me to it right now."

"Do it." Kregor ordered. The soldiers looked at him incredulously, but still obeyed. One picked Vixen up and flew towards their ship, the other soldier and Kregor not far behind.

After a few minutes, they reached the horseshoe-shaped craft, which had clearly seen better days. It was battered and scratched, lending further credence to Paran Dul's story that the Thanagarian Empire really had fallen, and it wasn't fabricated merely to hurt Shayera. Kregor waited outside, while the soldiers took Vixen to the med bay and placed her on a table. One held out a bronze rod and knelt by her feet.

"This will kill the pain," he said, as Vixen smirked. Before he could ask what she was smiling about, Vixen kicked him across the room with her suddenly-uninjured leg and into the other Thanagarian, knocking them both out. She slipped the rod back into the unconscious soldier's hand.

"You'll be needing that when you wake up."

Vixen rushed to the cockpit and looked over the controls. The design of the new Javelins had been based on configurations seen in Thanagarian ships, so she was able to deduce where the communication systems were. On top of that, she recognized the same frequency used by the Watchtower.

"J'onn, it's Vixen; can you hear me? Over."

For a moment, all she got was static. Then she heard a familiar voice. _"Barely. Increase your H.M. gain. Over."_

Vixen did so, then began to explain. "We've been ambushed by a bunch of Thanagarians who have a serious mad-on for Shayera. Over." She didn't get a response. "J'onn? J'onn!" Then she heard the cocking of a gun.

Paran Dul stood behind her, a pistol aimed at her head and a fistful of wires, all that remained of the communications systems, in her free hand.

"I don't think he heard you, human."

…

Outside in the jungle, Shayera paced, waiting for her teammate's return. Vigilante rested next to a large pond, while Ben was still unconscious. Shayera had found that he had a minor concussion.

"She's taking too long," Shayera growled, "I'm going back for her."

"Only reason she ain't back," said Vigilante, "the hawks got her. You already know that, so where are you really going?"

Shayera's back straightened. "I'm going to turn myself in; maybe they'll let her go if I give them what they want."

Vigilante stood up. "Dagnabbit, girl! I ain't gonna allow it! I thought that Ben'd gotten you outta that self-pity thing!"

Shayera narrowed her eyes. "I'm not doing this because it's what I deserve; I'm doing this because I can't see any other way to get Vixen back alive!" then she raised an eyebrow. "And you're not really in a position to stop me, are you, cowboy?"

Wordlessly, Vigilante pulled out one of his pistols. Shayera put one hand on her hip and twirled her mace with the other.

"Oh, please."

With a defeated sigh, Vigilante put his gun away. Shayera put a hand on his shoulder. "The Justice League is bound to send a search party in a day or two. Keep an eye on Ben; stay safe."

Vigilante stared after her as she flew off. "Vaya con dios." He whispered. As she disappeared, he heard a groan behind him, and saw Ben sit up. "You okay, partner?"

Ben rubbed his head for a moment. "What happened?" he looked around. "Where are Vixen and Shayera?"

Vigilante sighed. "Vix got caught by the hawks; now, the boss-lady is givin' herself up to save her." Seeing Ben's outraged look, he continued. "Neither of us were in any shape to help."

Now it was Ben's turn to sigh. "So, now what do we do?"

"Well, the way I figure, them Thanagarians are gonna look for us, no matter what Shayera does. I say, we get ready."

…

An hour later, a lone Thanagarian soldier found Vigilante kneeling at the pond, using the water to clean his face. The cowboy heard the alien's footsteps, and spoke without turning.

"Appears that you've got the drop on me, partner." Before the soldier could fire, a long vine wrapped itself around his leg and lifted him into the air, turning him around to see the face of Wildvine. In surprise, he dropped his rifle; several more vines wrapped around his body, preventing him from struggling.

"May have spoke prematurely on that." Said Vigilante, walking up to the bound Thanagarian, twirling his pistol. "Now, you, me and my green friend here are gonna have a little confab concerning the location of your spaceship."

…

Shayera found herself facing Paran Dul, all of her soldiers, and Kregor, who held Vixen by her skull, his claw the only thing keeping her from falling. This wouldn't have been so bad, except that everyone present was flying over 100 feet in the air.

"Would you care to surrender now?" asked Dul, her tone suggesting that she already knew Shayera's answer. "Or shall I have Kregor do something unseemly to your friend?"

Shayera glared. "Let her go and I'm yours; no tricks."

Dul smiled. "I'm sure; drop your mace and we have a deal."

Shayera glanced around as the soldiers surrounded her. She could probably take them, but there was no way that she would willingly put a teammate's life in jeopardy. She lifted her mace, showing it to all, and then dropped it to the jungle below. Two soldiers flew towards her and grabbed her arms, while Kregor developed a sadistic grin. He then let go of Vixen, and everyone watched as she fell, screaming.

"NO!" Shayera struggled against her captors, but knew that even if she did get free, there was no way to catch up to the falling Vixen in time.

Dul smirked, but her mood changed to confusion when she saw the Thanagarians' vessel moving to intercept the plummeting heroine.

"Who's flying my ship!?" she demanded, but she had no time to do more than that; she raised her shield and deflected a pair of neuroshock beams, courtesy of Jet Ray. The red alien then flew off to attack Kregor.

Inside the Thanagarian ship, Vigilante was struggling to keep the ship on a steady intercept course.

"Consarned, dang-busted, horse-thievin', alien control panel which can't nobody work proper!" at the last second, he got the ship under control and moved under Vixen. "I'm comin', darlin'!" Just before Vixen hit the trees, her claws caught onto the roof of the ship, which pulled up just in time. Vixen smiled when she heard Vigilante's voice.

"YEE-HAH!"

With the soldiers distracted, Shayera slipped out of her captors' hold, punching and kicking any who tried to come near her. While she wasn't defenseless without her mace, she would definitely be kept busy for a while.

…

Jet Ray smiled at Kregor. "Whaddya say, ugly? Wanna go for round three?"

Kregor only snarled and headed for the jungle floor. Jet Ray followed, slapping the Ultimatrix dial as soon as he hit the ground. After the flash of green light faded, a humanoid bird stood tall. It had brown and beige feathers, with a white mohawk sat on top of his head, rising over a green mask. A green harness, armguards and shin guards adorned his body, but didn't conceal his large elbow-blade, nor the large talons on his hands and feet.

"KICKIN HAWK!"

Kregor growled. "What sort of abomination is that!?"

Kickin Hawk smiled, which was odd, considering he had a beak. "Hey, one flightless bird should fight another." He gestured Kregor, whose wings had had to be removed in order to fit him inside the exoskeleton.

Kregor roared and rushed forward. Kickin Hawk easily leapt over the cyborg and punched his back, creating a sizable dent. Kregor swung his own fist in a wide arc, but Kickin Hawk ducked, then kicked upwards, knocking Kregor into the air. Before his opponent could hit the ground, Kickin Hawk jumped into the air and kicked him into the ground, creating a large crater.

Sparks began to fly out of the exoskeleton as Kregor struggled to his feet. "You… you and Shayera took everything from me!" he charged forward, wildly swinging his fists. "Destroy you! DESTROY YOU!"

Kickin Hawk dodged most of the blows, but one managed to connect, sending him falling into a bush. He sat up, rubbing his sore chest, when his hand felt something metal. He picked up the object and smiled.

Kregor stomped towards him, but was suddenly hit by something metallic that left another dent in his chassis. He snarled as he saw Kickin Hawk idly twirling Shayera's mace.

"Look what I found," Kickin Hawk grinned, "think Shayera'll mind if I use this on an oversized piñata like you?"

Before Kregor could respond, Kickin Hawk shot forward, using everything at his disposal. His claws, talons, elbow-blades and Shayera's mace left huge gashes and dents in his metal body. After a few minutes, he was defeated, his exoskeleton limbless and nonfunctioning. As a final insult, Kickin Hawk lightly tapped Kregor's head with the mace, knocking him out.

…

Vixen crawled her way to the ship's doors and pried them open. She was about to walk in when a white-garbed blur slammed into her, both of them falling inside. The impact rocked the ship. Vigilante glanced behind him to see Vixen battling Paran Dul.

"You folks mind?" he yelled, "Doomed driver up here!"

Paran Dul grabbed Vixen by the throat and slammed her against a wall, then extended three metal claws from her gauntlet. Vixen ducked, just before the claws punched at least an inch into the ship's hull. She kicked her alien opponent away, then charged. A few punches and kicks later, and Dul was left clinging to the doorframe, barely conscious. Vixen finished the fight with a roundhouse kick that sent Dul hurtling out of the ship and towards the jungle floor. Vixen walked up to the cockpit.

Vigilante looked at her and tipped his hat. "You okay?" Vixen smiled.

"I will be, if you let me drive." Then she gave Vigilante a quick kiss on the cheek. "Thanks for the save, cowboy."

Vigilante only blushed.

…

Shayera finished the last of her opponents with a haymaker, then took a deep breath. She hadn't had to fight trained soldiers like that in a while, and she was tired. She was going to try to find Ben, but needn't have bothered; she saw Big Chill flying up to her, holding…

"I think you dropped this," Big Chill said, tossing the mace to her, "try not to lose your stuff, okay?"

Shayera smiled, but before she could reply, the commandeered vessel hovered up to them. The ramp opened up, revealing Vixen.

"You two need a lift?"

…

**Watchtower**

Several hours later, the Thanagarian vessel arrived at the Justice League's space station. Ben used the Ultimatrix to tell the League what had happened, and they were assured that the Green Lantern Corps would send a team to arrest the Thanagarians that they'd left behind. As soon as the ship landed, a large group of Leaguers, as well as a medical team, marched forward.

Vigilante was put on a stretcher, Vixen right by his side. Both Ben and Shayera had noticed how close Vixen had stayed to the cowboy throughout the return trip. It looked like another couple had been made in the League.

As they watched Vigilante and Vixen leave, Green Lantern ran up to them.

"Are you all right?"

Though he looked like he was directing the question to both of them, Ben knew that John was more concerned about his girlfriend; Ben didn't take offense.

"I'm fine, John, really." Shayera gave John a sincere smile. "I just got a bad reunion, that's all."

Green Lantern sighed in relief. "You wanna talk about it over dinner?"

Shayera linked her arm through his as they walked away, nodded, then she turned her head. "Hey Ben!"

Ben had begun to walk away to his own quarters when Shayera's voice reached him. "Yeah?"

"Thanks for what you said back there; I guess I needed it."

Ben shrugged. "Sometimes, you need the obvious explained to you; but you're welcome, anyway. I meant what I said; you're one of us, and nothing will change that."

**This episode rocked so hard! My absolute favorite scene was when Vigilante saved Vixen with the ship. For those who've seen the show, have you noticed that Vigilante has his own theme music? I mean, it makes sense for Superman, Batman, Wonder Woman, and I guess Green Arrow, to have their own theme music, but Vigilante? I think he spoke in 3 episodes in total. Why didn't Supergirl get her own music? She was in more episodes.**

**But I digress.**

**Next time, I'm going to be doing things a little differently, combining two of the episodes into one. Should be fun, there'll be more Cadmus shenanigans, and The Question, and lots of plot!**

**Maximum muffin; engage!**


	22. Chapter 18

**BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. DESPITE ALL CLAIMS AND EVIDENCE TO THE CONTRARY, THE GIANT CANNON AIMED AT THE MOON DOES NOT BELONG TO ME… BUT IT WILL, UNLESS I GET MY MONEY FROM THE U.N.!**

**Here it comes, folks; the beginning of the end of the Cadmus arc. Now, I'm doing things a little differently here. I'm actually combining elements from two episodes, so this chapter isn't named after an episode, but something I made up. It is also very long. We also get introduced to Huntress, and all her crazy aggression. Yay! **

Ben 10: Unlimited

Chapter 18

Lines in the Sand

**Metropolis**

A supervillain stood on top of a building, energy crackling around his hands and his green bodysuit. He looked at the terrified people below in contempt.

"Here is where I make my stand!" he yelled, "Here is where I shall carve out the kingdom I am destined for!" He smashed his hands against the roof of the building and, with a roar, ripped a chunk of it into the air.

"Bow before the power of Mantis!" He hurled the debris at the people below, intending to crush them all.

Before the debris could strike the citizens, a bolt of blue energy vaporized it. Mantis looked around for whoever dared to interfere. When he saw who it was, his eyes widened; it was Superman, Astrodactyl, and Captain Atom, the latter of whom had fired the blast.

"Is it just me," Captain Atom asked, "or are the world-conquerors getting mouthier?"

"He's from Apokolips," explained Superman, "they're all pretty chatty there."

"Really?" said Astrodactyl, "Maybe all the supervillains from my universe came from there too, since none of them would ever shut up!"

Mantis sent another bolt of energy at the heroes, hitting Captain Atom dead-on and freezing him solid. As Astrodactyl and Superman flew back down to catch him before he hit the ground, he had to marvel at the stuff that came from Apokolips. The technology and the powers of its metahumans were all crazy. He'd once tried to figure out a piece of tech from the planet with Grey Matter, and even then, all he got was a headache; Batman later warned him not to try to think about it too hard, or he'd go insane.

Superman managed to catch Captain Atom in time, but before he or Astrodactyl could think about thawing him out, Mantis tackled Superman through the side of a building. While the Apokoliptan was busy with the Kryptonian, Astrodactyl slapped the Ultimatrix dial.

"SWAMPFIRE!" Swampfire sent a wave of fire over the ice, confident that Captain Atom would be fine; after all, it took the power of a giant, nuclear-powered robot to break his suit the last time, so a little fire wouldn't do much, if anything.

After a few seconds, the ice was melted enough for Captain Atom to break out with his own strength.

"Thanks for that," he said, "now where's Superman?"

Swampfire jerked his thumb to where bolts of energy were flying. "Three guesses where, and the first two don't count."

"Got it," said Captain Atom, "I'll go back him up."

"I'll be right behind you," said Swampfire, "it's time to go Ultimate!" He twisted the dial, then slapped it.

"ULTIMATE SWAMPFIRE!" he looked at Captain Atom. "Okay, let's go."

The two ran, or in Captain Atom's case, flew, to Superman's location, where they found their friend on the ropes. Whatever energy Mantis was hitting him with must have had magical properties, or energy blasts from Apokolips' metahumans ignored Kryptonian invulnerability, because the bolts were actually hurting him.

"Bow down before your better, Man of Steel!" Mantis gloated, before two blasts, one of nuclear energy and the other of incredibly powerful flames, sent him flying into the subway.

Ultimate Swampfire looked at Superman in concern. "You okay?"

Superman nodded. "Just needed a second; let's get him."

"What's the story on this guy?" asked Captain Atom, as they made their way into the subway.

"There's a civil war on his home planet." Explained Superman, "Guess he thought things would be easier here."

Captain Atom smirked. "Bad call."

Ultimate Swampfire nodded. "Yeah, no kidding."

As they moved into the confined space, Ultimate Swampfire realized that his enhanced powers would do as much damage to his friends, as well as Mantis, so he slapped the Ultimatrix dial, turning back into Swampfire, then slapped it again.

"FASTTRACK!" this alien was about Ben's height, with a humanoid body, blue fur and a vaguely feline face.

The three heroes found Mantis using the electricity from the third rail to charge up his own powers. A bolt of energy sent Captain Atom flying, while Fasttrack rushed forward in a blur of motion; he sent a barrage of super-fast punches into Mantis' face and, while they didn't do much damage on their own, they began to add up.

"Captain Atom?" Superman called out to his teammate, who was on his knees.

"I'm okay!" he said, "It'll just take me a second to adjust to the energy!" True enough, he stood up a moment later, looking more angry than anything else. He sent a huge blast of nuclear power at Mantis, with Fasttrack barely dodging in time.

Before Mantis could get up from that, Superman flew at him, punching him a few times, then pressing a button on the grey box on Mantis' belt. In a boom reminiscent of thunder, a white, swirling tunnel appeared behind him. Both Fasttrack and Captain Atom had to brace themselves for a moment; it felt like they were being pulled in.

"What in Sam Hill is that!?" asked Captain Atom.

"A Boom Tube." Explained Superman, after headbutting Mantis, "An extradimensional doorway back to Apokolips."

"Got it," said Captain Atom, "now duck!"

Superman did so, just as Captain Atom sent a bolt of energy into Mantis, sending him hurtling into the portal. After a few more seconds, the portal closed.

"Nice work, you two." Superman looked satisfied.

"Thanks," said Captain Atom, "but what's stopping him from coming right back?"

"You mean, besides this?" Fasttrack held out the Boom Tube generator in his hand. "I swiped it off of his belt right before you hit him."

Captain Atom looked impressed. "That was only about a second of time to react!"

Fasttrack shrugged. "I'm not called Fasttrack for nothing." He handed the generator to Superman, who crushed it effortlessly.

"Superman!" the three heroes turned to see Lois Lane jump over some debris and rush towards them. "Lois Lane, 'Daily Planet'."

Superman smiled. "Yeah, Lois, I know."

Lois smiled right back. "Would you care to comment on what just happened here? I'd like an interview… one on one."

Fasttrack and Captain Atom glanced at each other, knowing smiles on their faces.

"I'm pretty sure there's something we have to do someplace," Captain Atom said, "right, Fasttrack?"

The blue alien nodded, and they left, leaving the other alien with the reporter. After they were gone, Lois turned to Superman.

"You're late."

Superman grinned. "I was busy."

"Like I wasn't?" Lois looked down at her notepad. "But I've already written the story up and filed it, so now that we're both off the clock?"

Without a word, Superman picked her up bridal-style, and flew up through a hole, created during the battle, and off for their date.

Outside, Captain Atom and Fasttrack said their farewells; Fasttrack zoomed off, but before Captain Atom did the same, he heard a voice calling him.

"Captain Adams." Atom looked down to see General Eiling standing next to a car. "Captain Nathaniel Adams!"

Captain Atom flew down to talk to him. "General Eiling, sir, what brings you…" he trailed off as the General handed him a file, "what's this?"

"Orders." Eiling gave him a hard stare. "Your commission has been reactivated. You're back in the Air Force."

Captain Atom looked uneasy. "I'm committed to the Justice League now, sir."

"You also made a commitment to the Service, Captain." Eiling didn't even blink. "Seems to me, you've got a decision to make."

…

**Unknown Location**

Inside an office building, The Question was finding it hard to concentrate on downloading the file he'd found. He was slightly nervous; it wasn't the first government lair he'd broken into, but the stakes had never been this high. On top of that, there was the annoying sound of fists hitting flesh in the background, though that was only because his girlfriend, Huntress, was watching his back.

The ex-Leaguer in question kicked another security guard in the solar plexus and sent him flying. She wore a purple, skintight outfit with thigh-high boots, long gloves, and a long cape. Attached to her belt was an array of weapons and gadgets.

"You really know how to show a girl a good time, 'Q'." Her voice had a little more than its usual amount of annoyance as she drove her elbow into another guard's face. "When are we going out on a _real _date?"

Question finally had enough. "Shh! Trying to concentrate."

"I'm not even in the Justice League anymore," Huntress commented, as she knocked another man out with a chair, "you're lucky to have me along."

"Hardly," Question retorted, "_you're _drawn to my eccentric charm."

Huntress took down another guard with a flying double-kick, just as the file finished downloading. Question pulled out the flash drive.

"Finished."

Huntress dusted off her hands. "Me, too."

"Not quite." Question ripped the computer monitor out of the wall and threw it into the head of the last guard, who'd tried to sneak up on Huntress.

"You get what you came for?" asked a curious Huntress; Question had never actually told her what he'd been after here, only that it was important.

"I believe so." Question held up the flash drive. "If there's a link between Luthor and Cadmus, I'll find it here."

Huntress smiled coyly. "Which leave the rest of our evening tantalizingly free."

"There are three terabytes of date here," Question protested, "I'll be busy for days."

Huntress swiped the flash drive out of his hand and glared at him. Question sighed.

"Dinner and a movie?"

"It's a start." Huntress said while tucking the drive away in her belt.

…

**Cadmus Headquarters**

Lex Luthor was getting a checkup from Professor Hamilton; one of the many benefits of working with Cadmus was that he received medical care that not even _he _knew existed yet.

"Take off your chest plate." Hamilton ordered, "You don't need it." Then, he pressed a button on the vest's shoulder, allowing it to fall apart into two pieces.

Luthor looked at him in shock; the metal vest he wore was the only thing preventing his Kryptonite cancer from spreading!

"What are you doing!?" he demanded, even as he tried to put the vest back on, "I'll die without this! The caner…"

"Is gone, Lex," Hamilton explained, "you're in remission. No, that's not accurate; there's no _trace _of the disease, as if it were never there!"

"That's preposterous." Luthor normally didn't believe in hope, but he suddenly felt the embers of it stirring within him.

"You've got the body of a 20-year-old," continued Hamilton, "and you _don't_ have cancer."

"How?"

"I don't know," admitted Hamilton, "it might have been the vest; it might be an unexpected effect of the Kryptonite poisoning that gave you the disease in the first place. I'll continue to study the…" he trailed off as Amanda Waller walked into the room.

"I'm in the middle of my physical, Mrs. Waller." Luthor was slightly annoyed; he wanted to know what was going on with his body.

"You might be in the middle of a hornet's nest." Waller replied, "Question and Huntress have copied files from a high-security Cadmus terminal."

Luthor's eyebrows went up in alarm. "What did they get?"

"Tech support can't tell for certain." A rare expression of worry crossed Waller's face. "Maybe everything."

Luthor turned around and put his hands on the table; he took a deep breath.

"For all our sakes, we'd better hope that the encryption on those files is as good as we've been told."

…

**The Question's Apartment**

The Question's anticipation was rising; he'd spent months hunting down Cadmus' secrets, and now he was going to blow them wide open. If his face was visible, one would have seen a Cheshire smile on his face when the files he'd stolen were finally decrypted on his computer.

_Finally, _he thought, _the connection between Cadmus and Luthor._

Looking over the files, he found something particularly interesting. A file labeled "President Luthor". Selecting that, he found another file, titled "Oval Office".

A red glow was reflected on his face, coming from the image on his screen.

The Question was horrified. "Oh, no, no, _no_."

…

Several days later saw the haggard, unkempt form of The Question, staring at a board that showed all of the connections he'd made over the years.

"It's all connected." He mumbled to himself, "Not alternate reality; _time loop_. Luthor becomes President… Flash is killed… Superman kills Luthor in retaliation… Superhuman arms race. Armageddon, end of the world… inevitable."

With a savage grunt, he put his fist through his board.

"Is the future immutable?" he cried out, "Can destiny be changed? Will _they _allow it?"

He didn't react to, or didn't hear, the sound of the lock to his door being picked, nor to the presence of Huntress storming in.

"Screening your calls?" she yelled, "You haven't answered the phone in days." She took a whiff of the apartment. "Ugh, it's rank in here. Is that you?"

"Have to try." Question muttered, oblivious to Huntress, "Alternative unthinkable."

"Q?" Huntress walked up to him and put a hand on his shoulder, which seemed to snap him out of it. "Are you all right?"

"Have to go!" Question ran to the door, grabbing his hat along the way. "Can't let it happen again!"

At first, Huntress wanted to run after him, but then she noticed a video that had been paused on the computer. It showed Superman standing in front of the President's desk in the White House, with Lex Luthor standing behind it. She pressed the "play" button.

"_There are at least six different ways I could stop you right now."_ Said Superman.

"_But they all involve lethal force, don't they?" _Luthor sneered, _"And you don't do that. No, you need me. You wouldn't be much of a hero without a villain, and you do love being a hero, don't you? The cheering children, the swooning women? You love it so much, it's made you my most reliable accomplice!"_

Superman reeled back. _"Accomplice!? What are you…?"_

"_You could have crushed me any time you wanted," _Luthor interrupted, _"and it wasn't 'the law' or the 'will of the people' that stopped you. It was your ego; being a hero was too important to you. You're as much responsible for this as I am. So go ahead, fix it somehow, put me on trial, lock me up, but I'll beat it. And then we'll start the whole thing all over again."_

Superman glared at his enemy. _"I _did _love being a hero; but if this is where it leads, I'm done with it."_

Superman's eyes glowed red.

"Oh my god…" whispered Huntress.

…

**Watchtower**

Technology always improves, and if the Justice League wanted to stay on top of the game, they had to upgrade, just like everyone else. Superman was holding up a massive piece of machinery, while Ship used his powers to make the new computers being installed even better; it paid to have a Galvanic Mechamorph aboard the station.

"Ship, ship!" called Ship.

"He says just a few more minutes, Superman!" Translated Ben, as he stood nearby; he was still one of the only people who could understand the little alien.

"It's okay," said Superman, "I can do this all day… not that I _want_ to."

Both he and Ben noticed Question walk into the room; Ben recoiled when he caught the faceless man's scent.

"Dude, when was the last time you showered?"

Question ignored him as he marched right up to Superman.

"Something I can help you with?" the Kryptonian asked.

"I hope so," Question replied, "but I assume you don't want to discuss your _White House weenie roast _in front of a crowd." He tilted his head towards Ben and the handful of other Leaguers in the room.

Superman's eyes widened; he lowered the machine to the ground and led Question away. "I'll be back in a few minutes."

As they walked off, Ship turned to Ben. "Ship?"

Ben shrugged. "I don't know, buddy, but I'll tell you what: I have a bad feeling about it all."

…

There was one room on the Watchtower that was strictly for the founding members of the League; not even Ben was allowed in. Now, Superman opened the door with The Question in tow. The conspiracy buff looked around.

"Always wondered what was in here," he commented, "a private conference room. Original members only, yes?" he sat down in one of the chairs. "A place where you're free to discuss your _secrets _and _lies_."

Superman glared at him. "You said something about me in the White House."

"Not _you_, exactly," explained Question, "but another version of you, hmm?"

"Stop dancing around it," growled Superman, "tell me what you know."

"I know what you _told_ everyone," said Question, then continued in a mocking tone, "The Justice Lords, a parallel version of the Justice League, came to our world to rid it of crime just as they did on their own Earth. With Lex Luthor's help, our Justice League managed to rout them before they could impose their totalitarian will on our populace."

Question's back straightened, and he looked Superman in the eye.

"I also know what you _didn't _tell anyone, outside of the original seven members of the Justice League. Not even your own cousin and your friend Ben, and Ben is supposed to know everything that you seven do. On that other Earth, so very much like our own, a Superman, so very much like you, _killed the President_."

Superman's hand reflexively tightened around the edge of the table, crushing it to powder.

"Question, no one can know about this."

"Or what?" demanded Question, "You'll incinerate me, too?"

Superman looked offended. "I'd never do anything like that!"

"Wouldn't you?" Question looked mocking, even without a face. "Didn't you try to lobotomize Doomsday with your heat-vision, just like the Justice Lord did?"

"That's different!"

"It's the same!" The Question seemed to be getting more and more agitated. "A heavily armed Watchtower with an army of proactive heroes, Luthor running for President; it it's not quite the same, it soon will be. Have you seen Amanda Waller's computer simulations?"

"Batman told me about them." Superman now had a feeling where Question was going now.

"Did he tell you all the models predict that a war between the Justice League and the government will devastate the planet?"

"We would never fight the government!" Superman protested.

The Question stood up. "Not even if Luthor _was _the government!?"

Superman only stared at him; after a moment, Question sagged, then turned to leave.

"Predestined… Flash will die, you will kill Luthor… Armageddon inevitable."

"Question, I'm…" Superman put his hand on the other man's shoulder, but he jerked out of his grasp with a gasp of fear. "I'm worried about you. You're mixed up; this world isn't like the other one. We're not the Justice Lords; those things you're afraid of will never happen here. I won't let them."

Question didn't reply; he only walked out.

…

**LexCorp, Metropolis**

Lex Luthor strode into his office, checking a few papers that had been sent up by his science division. He almost didn't notice The Question sitting in his chair until he turned it around to face him.

"The Question, isn't it?" Luthor didn't appear worried. "I believe you took something that belongs to me."

"Have you seen the latest polls?" The Question tossed a newspaper onto the desk. "It's beginning to look like you're going to be our next President… just like in that other world."

Luthor sat on the edge of the desk and smiled. "I wouldn't bet against me."

"No," agreed Question, "it wouldn't be prudent." He leaned forward. "I want you to understand something, Luthor. Although my distaste for you as a human being is brobdingnagian, what I'm about to do isn't personal."

"What are you babbling about?" asked Luthor, though his expression said that he already knew.

"Everything that exists has a specific nature. Each entity exists as something in particular and has characteristics that are a part of what it is." He began to pull off his tie. " 'A' is 'A', and no matter what reality he calls home, Luthor is Luthor."

He stood up and walked around the desk and faced Luthor.

"If I'm to save the world, your existence must come to an end before you take office."

The Question was somewhat surprised when Luthor only laughed. "You're going to kill me so that Superman can't."

Question shrugged. "I'm a well-known crackpot. The Justice League's reputation will survive my actions, and Superman's legacy will remain intact."

"Interesting plan." Luthor said, "Unfortunately for you, it's not really an option."

As Question moved in to strangle him, Luthor swung his fist; the impact sent the hero flying across the room and into the side of the enormous aquarium that Luthor had installed. As he lay there, moaning, The Question tried to figure out what had happened; Luthor had struck with the same force as Humongosaur. How had he done it? He struggled to his feet.

"President?" Luthor shook his head as he walked up to Question. "Foolish, faceless man, my campaign is a farce. A small part of a much grander scheme."

Question threw a punch, one that was easily dodged; Luthor grabbed his arm and threw him again, this time on top of the desk, which shattered from the impact.

"President?" Luthor said again, "Do you know how much power I'd have to give up to be President?"

Even though he couldn't see his face, Luthor could almost see the wheels turning in Question's mind.

"That's right, conspiracy buff. I spent seventy-five million dollars on a _fake _Presidential campaign; all just to _tick Superman off_." He punched Question in the face, then the gut. As he coughed, Luthor leaned in close.

"Now, about those files you stole from me…"

…

**Metropolis, 1 Week Later**

Superman was on patrol, lost in thought, when he heard a familiar voice.

"Hey, Boy Scout!" Jet Ray flew up beside him. "I was wondering where you were after Question left last week; I had to have J'onn look for you telepathically!"

Superman sighed. "Sorry, Ben; I've just had a lot on my mind."

Jet Ray nodded in sympathy. "Yeah, between Luthor running for President, the League getting flak for looking like an army, and your relationship with Lois…" Jet Ray's face became quizzical. "How _is _that going, anyway? Have you told her yet?"

Ben had been bugging Superman to tell Lois his secret identity for months; it had become a bit of a running joke between them.

Superman was about to respond, when he heard one of the special signal-watches he'd built go off. It transmitted at an ultra-high frequency that only he could hear. In all of Metropolis, only 2 people had one, and Lois was off on an assignment in Central City, so that meant…

"Jimmy!"

"Huh?" asked a confused Jet Ray.

"No time," said Superman, "let's go!"

Superman followed the sound, Jet Ray right behind him. They landed on top of a building, where Jet Ray turned into Heatblast.

"Jimmy?" called out Superman.

"Not exactly." From behind part of a wall, an arm extended, holding a watch. The owner of the arm came around the corner, revealing Huntress. "Some kind of hypersonic signal, right?" she tapped the face of the watch. "Keeps good time, too."

Heatblast was wary of Huntress; he'd only worked with her a couple of times, and she'd been brutal enough to make Rath proud. It was only one of the reasons that she had been thrown out of the League, a willingness to murder being another.

Superman disappeared in a blur, yanking the watch out of Huntress' hand. "What do you think you're doing?"

"Your little pal is fine." Huntress gestured to her side, and both aliens saw Jimmy Olson taped to a chair and gagged. "I was just trying to get your attention; you guys need a hotline."

Jimmy made some angry, unintelligible noises from behind the gag.

"In a moment, Jimmy." Superman turned back to Huntress. "This better be good."

She got to the point. "Question's been missing for almost a week."

"This isn't the first time Question's dropped off the radar," commented Heatblast, "don't you remember when he disappeared for ten days, and then we found out that he was trying to dig up a UFO supposedly buried under the Hollywood sign?"

Huntress shook her head. "Just before he disappeared, he was behaving oddly; well, oddly for him. He saw a fake tape of you, Superman, killing Lex Luthor, then he freaked out and ran off."

Heatblast turned to Superman, not knowing why the Man of Steel's face had suddenly gone very pale. Superman reached for his communicator.

"Question, this is Superman; come in, please." He looked at Huntress and Heatblast. "Channel's open, but he's not responding; J'onn should be able to track his location."

…

After freeing Jimmy, Superman explained to J'onn what he needed, and the three heroes were led to a junkyard on the outskirts of Metropolis. Along the way, Huntress explained how she and Question had raided a Cadmus outpost in order to steal the information. Once at the coordinates J'onn provided, they found Question's communicator.

_That's never a good sign,_ thought Heatblast. Huntress had started to panic the moment she saw the communicator; she started to dig through a pile of trash, looking for Question.

"I'll find you, baby!" Huntress was nearing hysterics; Superman put a hand on her shoulder.

"Not here you won't." Huntress looked up at him, then to Heatblast as he took up the conversation.

"Yeah, they wouldn't have bothered to just dump his communicator unless they took him alive."

"It has to be Cadmus," growled Huntress, "but if they've got him, we'll never find him."

"Sure we will," said Superman, "after all, we've been keeping tabs on Cadmus for months. We know exactly where they are."

Heatblast nodded; it had been difficult, but between Batman, Superman, Question and Grey Matter, they'd finally discovered Cadmus HQ. It made everyone in the League feel a little better, now that they knew where the people who wanted to destroy them worked from.

Huntress, however, was not happy. "And you didn't do _anything_!?"

Superman crossed his arms. "The Justice League plays by the rules. We'll move when we have solid evidence, _not _before, and we'll move within the limits of the law."

"That's why I quit," Huntress huffed, turning her back.

"Um, not to nitpick," said Heatblast, "but weren't you fired?"

Huntress spun around and glared at him, but he continued.

"But she may have a point, Superman; Cadmus crossed a line when they kidnapped one of our own. At the very least, we need to get Question back."

Superman clearly wasn't happy, but he didn't have any other options. "All right, fine; the three of us will do this, and we'll do it off the books."

…

**Cadmus Headquarters, New Mexico**

Since Ben, Superman and Huntress were going to attack Cadmus without anyone else's support or knowledge, they had to take the long way, instead of teleporting. The front of Cadmus HQ looked like an abandoned factory, which the three heroes waited outside of for a few minutes, to let the Ultimatrix recharge.

"Are you ready yet?" asked an impatient Huntress.

Ben nodded. "It's Hero Time!" he slammed down on the dial, and the familiar green light flashed.

"EATLE!" In front of them stood a large, humanoid beetle with a green and grey exoskeleton. A massive horn rose from his head, which had large, powerful-looking jaws.

"Oh, come on!" he yelled, looking at the Ultimatrix dial on his chest, "I wanted Lodestar!"

"Is this going to be a problem?" asked Superman.

"No," said Eatle, "I can work with this."

"All right then," said Superman, as Huntress readied a Bo staff, "let's go."

…

Inside Cadmus HQ, alarms were blaring; soldiers ran to their assigned stations, and scientists locked down their labs. At the front entrance, a dozen of Cadmus' best troops stood with rifles aimed at the door. Though the door was over a foot thick of solid steel, it crumpled after only two punches from Superman. As soon as he stepped over the threshold, the soldiers opened fire. Eatle stood in front of Huntress, while bullets ricocheted off of the Man of Steel.

"We're past the lead shielding," Superman shouted over the sound of gunfire, "I should be able to find Question with my x-ray vision; hold on." With a quick burst of heat-vision, Superman melted the soldiers' weapons. "I didn't want either of you to get hit by a ricochet."

"Not a problem for me," said Eatle, "I've taken a lot worse than bullets."

"Well unlike you," said Huntress, "_I'm _not bulletproof."

"Are you always this angry?" asked Eatle, "Because if you are, I have no idea how Question didn't go nuttier than he already is."

While they were talking, the soldiers dog-piled onto Superman, who sent them flying with a single shrug of his shoulders. He gestured for Huntress and Eatle to attack, while he scanned the area. Huntress fought like a demon, attacking relentlessly until the soldiers were down. Eatle showed a little more restraint, but wasn't above tackling two or three soldiers at a time into a wall. Another squad of troop arrived, so Eatle ripped a chunk of the wall off and shoved it into his mouth.

"Now isn't the time for a snack!" Huntress yelled as she elbow-dropped another soldier.

"For me, it is." The tip of Eatle's horn glowed green, then a blast of energy ripped forth, knocking the entire squad out.

While they were fighting, Superman saw a familiar face in a locked-down lab.

"Hold the fort; I've got some _personal _business." Before either of his teammates could say anything, he crashed through the walls to his target.

"Hey," Huntress said sarcastically, "take your time."

"Yeah," called an equally sarcastic Eatle, "it's not like we're busy fighting for our lives or anything!"

…

If the front door to Cadmus hadn't stopped Superman, then the door to Emile Hamilton's office was less than nothing. Superman marched up to his former friend.

"A lot of things are starting to make sense now, Professor Hamilton." He glared at the aging scientist. "When did Cadmus recruit you?"

Hamilton seemed only mildly surprised to see one of the most powerful beings on Earth ready to crush him into paste.

"Recruit me?" he asked, "I went to _them_."

"How can you work for these people?" Superman demanded, "Do you know what they are?"

Hamilton shrugged. "Powerbrokers, politicians, criminals and black-ops mercenaries with one thing in common besides: they're humanity's last hope against your kind."

"What are you talking about?" Superman couldn't see Hamilton's reasoning. "Humanity doesn't need protection from _us_!"

"I used to believe that." Hamilton somehow had the gall to look disappointed. "I thought you were a guardian angel, come to answer our prayers; but Lucifer was an angel too, wasn't he?"

"Professor…"

"You forget," Hamilton interrupted, "I've been on the receiving end of your wrath when you brought Supergirl to S.T.A.R. Labs for medical treatment. I know what you're capable of."

"That's what this is about?" Superman couldn't believe this; all he'd done was shout, he hadn't hurt anyone then, "One little scare, and you betray us!? You stole Kara's DNA, violated her trust, _my trust_!"

"The chicken or the egg, Superman?"

Without another word, Superman turned around and left, leaving Hamilton to take a deep breath; he hadn't known how much longer he could keep his cool.

…

Superman came back to see dozen of soldiers on the ground, either moaning or unconscious. Eatle walked up to him.

"Geez, Supes, did you stop for coffee or something?"

Superman didn't respond, only turned and marched for where The Question was being held. Superman kicked the door down, and Eatle's eyes widened; Question was strapped to a table, with a dozen cables attached to his head and chest. Whatever was being done to him was awful, if the sadistic smile on the face of the other man in the room was anything to go on. At the sound of the door falling down, the man drew a pistol and aimed it at Superman.

"Don't be stupid," the Kryptonian warned, "drop it."

The torturer looked at Superman, then at the pistol, and let it fall to the floor. Huntress marched towards him.

"Sorry," she said, her fist raised, "not good enough!" and then she struck him with enough force to knock him across the room. She walked up to him, her crossbow pointed at his throat.

"Huntress!" Superman called out, as he unhooked Question from the table.

"Don't do it," warned Eatle, "he's not worth the arrow!"

For a second, it looked like Huntress would really do it, but then she put away her weapon, and ran back to Question.

"Lean on me," she said to her boyfriend, "we're getting out of here."

Question only mumbled incoherently.

"It's gonna be a little rough," said Superman, before they left the room, "I'll take the guards; Ben, cover Huntress when she moves Question."

"That won't be necessary, Superman." All of the heroes, save for the semi-conscious Question, smiled at the familiar voice; it was Captain Atom, who had apparently followed them.

"Good to see you, Captain," said Superman, "cover our flank."

"I'm afraid you misunderstand," said Captain Atom, as the heroes began to move out, "I'm speaking as an officer of the United States Air Force."

"Bad time to grow a sense of humor, Cap." Huntress suddenly wasn't so sure that Captain Atom was the cavalry.

"No joke, ma'am," Captain Atom replied, "I'm currently assigned to General Eiling's Special Projects Unit, and my orders are to prevent you from taking Question out of this facility."

"Oh, come on!" shouted Eatle, shocked that one of his friends had betrayed them, "How can you work for these people, Captain?"

"I'm a soldier, Ben," Captain Atom replied, "I do what I'm told." A red glow surrounded one of his hands. "So how's this gonna go down?"

"This is ridiculous," said Superman, disgusted with his colleague, "if you're not going to help us, get out of the way!"

"Not going to happen, Superman," said Captain Atom, as he put himself in their path, "I've got my orders, legal and proper."

"Dude," said Eatle, "_Superman _just told you to step aside."

"I heard him, Ben," Captain Atom didn't even take his eyes off of Superman, "and I'll say again: not going to happen."

Superman moved to push him aside, but the nuclear hero smashed his fist, wreathed in red energy, into Superman's jaw, knocking him down the hallway.

"I control radiation, Superman," stated Captain Atom, "that includes red sun radiation."

Eatle, and Huntress, who held the injured Question, rushed over to Superman, who looked more annoyed than hurt.

"Get Question out of here," he told them, "don't wait for me."

"What made you think I was gonna?" asked Huntress.

"You sure about this?" Eatle asked, though his question was more if Superman wanted to fight one of his own teammates again, rather than if he needed help.

Superman nodded. "Cover Huntress and Question and get out of here; this building is com-shielded, so you can only call J'onn for transport when you get outside. I'll be right behind you."

"Nobody's going anywhere with Question." Captain Atom marched towards them, while Superman moved to intercept him. "I thought I made that clear!"

He swung his fist again, but Superman dodged, then smashed him through several walls. Then it was just Eatle, Huntress and Question.

"I've had just about enough of Cadmus' hospitality," said Eatle, "Whaddya say we leave?"

Huntress nodded. "My thoughts exactly."

As they moved out, Question weakly raised his head. "You shouldn't have come for me."

"And you shouldn't have snuck away without me!" Huntress retorted.

They made their way to a wide room, but the way out of that was blocked by a massive door and a squad of Cadmus troops. Eatle rushed headlong into them, knocking them down like bowling pins. Huntress took care of the last one, who'd managed to avoid Eatle's charge.

"What about the door?" asked Huntress.

"I could just chew a hole through." Offered Eatle.

Before Huntress could say anything, Superman and Captain Atom crashed through the wall above and behind them, then arced downward and through the door, creating a hole large enough to walk through, then continued fighting each other.

"Or we could just let two League powerhouses do the work for us," said Eatle.

"Yeah," agreed Huntress, "why should we do the heavy lifting?"

The three walked into another room, where they found that their exit was up fifty stories' worth of stairs.

Question moaned. "I'm not going to make it."

"Sure you will," Huntress encouraged, then turned to Eatle, "you got something that'll work?"

"I hope so." Eatle raised his hand to strike the Ultimatrix dial, but then spoke to it. "If you turn me into Ripjaws, I'm selling you for scrap."

He slapped the dial, and disappeared in a flash of green light.

"LODESTAR!"

Lodestar looked down at his magnet-like hands. "All right, _now _we're talking!" he used his magnetic powers to pull a large sheet of metal loose and bring it towards them. "Everyone hop on!"

Lodestar magnetically levitated the metal, with himself, Huntress and Question aboard. As they rose, they saw Superman and Captain Atom flying all over the place, trading blows, energy blasts and heat-vision. Lodestar wanted to help, but he knew Captain Atom; if he had orders, he'd stubbornly follow them. He'd gotten better at loosening up over the last year or so, but now it was like he was back to being the soldier that he was, before he became living energy.

As soon as they reached the roof, Lodestar activated his communicator. "J'onn, it's Ben; me, Question and Huntress need to get out of here now!"

"_Huntress is no longer part of the Justice League…"_

"Save it!" Lodestar shouted, "Question is down, and Cadmus troops are right behind us; as soon as we're clear, scan the area for Superman and Captain Atom, they should be out here soon!"

In a flash of light, the three disappeared.

…

**Watchtower**

As soon as they got off the teleporter pad, a waiting medical team rushed Question to the infirmary, Huntress right behind them. Lodestar turned back into Ben, then explained what had happened to J'onn and Flash, the only senior members of the League available. While those two debated on what to do, Ben made his way to the infirmary to check on Question.

"Ben!" Ben turned to see Supergirl flying towards him. "I heard you and Superman attacked Cadmus; what's going on?"

Ben grabbed her hand and led her to the infirmary. "I'll explain on the way."

As Ben told her everything he knew, they saw another medical team rush by, accompanied by Superman and a thoroughly-beaten Captain Atom. The Captain's containment suit was cracked and pitted, looking like it was about to completely fail. Ben felt guilty; maybe Captain Atom wouldn't have been so badly hurt if he'd done something to help…

Ben shook his head; there was too much going on as it was without him wondering on what might have been. Besides, Question had been in critical condition; there hadn't been any time to talk Captain Atom down.

Ben and Supergirl made their way to the room with Question in it; once all of the medics left, they saw Huntress take something out of Question's pocket and spray it on his face. She gently pulled, removing what looked like skin from Question's head, revealing a bruised, beaten face. Since the room was soundproofed, Ben and Supergirl couldn't hear what was being said, but whatever it was made Huntress smile and kiss the man. After a moment, she walked up to the wall and blacked out the window.

_Do I really want to know what they're doing? _Thought Ben, _Nah, probably not; I don't want to give myself nightmares._

Putting certain mental images aside, he and Supergirl met up with Superman, who was observing a team of scientists as they tended to Captain Atom.

"Did Cadmus really… turn him against us?" Supergirl asked her cousin. She trusted Ben's word, of course, but she still had a hard time believing that one of her friends could work for those people.

"They did," said Superman, not looking at either of them, "and it gets worse; Professor Hamilton is also working for them." The eyes of Ben and Supergirl went wide. "And he was probably the one who…"

"Cloned me," finished Supergirl, "why?"

Superman got a dark look on his face. "He was afraid of us."

Ben put a hand on Supergirl's shoulder. "I'm sorry, Kara." He was just as surprised, but Supergirl had known Hamilton for years; years of trust and friendship, spat on.

Supergirl clenched her fists. "Don't be; I'll feel better when we shut them down."

"One stop first," said Superman, "both of you wait here." As he left, Green Arrow walked up to the two younger heroes.

"What's going on?" he asked.

As Ben and Supergirl explained the situation to the archer, Superman walked into the infirmary and found Huntress sitting on the side of Question's bed.

"He's gonna be fine," she said, before Superman could say anything, "but he needs his rest."

"I'll only be a moment." Superman assured her. Huntress looked ready to object, when Question stopped her.

"It's okay, Helena."

Huntress nodded at him, then stood up to leave. "Five minutes." She said as she left the room. After she was gone, Superman walked up to Question.

"What happened, Question? How did Cadmus get a hold of you?"

"I went to kill Luthor," Question admitted, not even blinking, "so that _you _wouldn't be able to."

"That's not how we do things." Superman said.

"How _do _we do things, Superman?" With every word, Question's voice grew louder. "Your counterpart killed Luthor; _this _Luthor is scheming to enrage you."

"And doing a pretty good job of it." Muttered Superman.

"Ruining your reputation," Question continued, as if Superman hadn't spoken, "turning your friends and comrades against you, creating a superpowered arms race; but you _cannot succumb_."

Superman folded his arms. "I can shut down Cadmus _without _killing Luthor."

A disappointed expression crossed Question's now-visible face. "Carry on then; if you're wrong, it's not like it's the end of the world, right?"

…

On the observation deck of the Watchtower, Green Arrow and Ben had joined Flash and J'onn to discuss their next move, while Ship moved from computer to computer, updating software; Supergirl had remained behind to talk to her cousin.

"What about tailing some of their employees?" suggested Flash, "I mean, Cadmus has to let people go home after a while, right?"

J'onn shook his head. "We've tried that avenue of approach; Cadmus has been using some method of getting its people to their homes and back again without us being able to detect them."

"And we can't just grab them and have you read their minds," mused Ben, "we're on thin enough ice already."

"These guys have to slip up eventually," said Arrow, "and when they do, we'll find out what they have planned."

The four tossed ideas around for a few more minutes, until Superman and Supergirl came into the room.

"Give me one good reason not to go down there again and take them out." Superman hadn't seemed this mad since his fight with Captain Marvel.

"If you didn't know the answer," J'onn replied, "you wouldn't have bothered to ask."

"Don't handle me J'onn," Superman growled, "I'm serious."

"We don't have any hard evidence that they've committed any crimes." It was true; aside from what Question had taken, there wasn't any real proof that Cadmus was evil.

"Oh, come on!" Superman objected, "You know their dirty!"

"Then maybe we should put more energy into proving it," said Green Arrow, "and less into acting like a bunch of hyperthyroid storm troopers."

Superman glared at him. "I don't remember asking you for your opinion."

"No?" asked the archer, "How about when you guys hijacked me up here against my will and made me join this team? Batman said I was supposed to keep you guys honest!"

"Do I look like Batman to you?"

"Actually," said Ben, "when you get all grouchy like that, you do."

"We can't let Cadmus get away this!" said Superman.

"Did I say we should?" replied Ben, "But we have to be smart about how we handle it."

Ben was starting to get worried; while he hated Cadmus for what they'd done to the League, the Ultimen and to his girlfriend, and while he remembered his ultimatum to Amanda Waller, he wasn't going to rush in, blindly calling for vengeance. He'd done that when he was younger, often with disastrous results. He wasn't so sure that other members of the League had learned his lessons, though.

"Do you know what they did to me?" Supergirl asked Green Arrow.

"Look, kid," the archer said calmly, "Hamilton's a piece of garbage and Luthor is worse. But this _isn't _the way to stop them."

J'onn spoke up again. "We must also consider the possibility that Cadmus is _right _to be afraid of us."

"What!?" yelled an indignant Supergirl.

The Martian continued with a slightly raised voice. "And there is strong evidence of Cadmus having legitimate connections to the government."

"Maybe," said Superman, "to some rogue black-ops group; the real government wouldn't get involved in anything like this."

"Hey." Everyone turned to Green Arrow. "I'm the only guy in the room who doesn't have superpowers, or the ability to get them, and let me tell you, you guys scare me. What if you _do _decide to go marching down there, taking care of whoever you think is guilty. Who could stop you? Me?"

Supergirl gritted her teeth. "So you _want _the government to have a bunch of superhuman weapons just to keep us in check!?"

"No," said Arrow uncertainly, "I don't know. Yeah!" the others looked hurt, while he took a deep breath, then continued. "Look, I'm an old lefty. The government must do for people what people can't do for themselves. The people sure can't protect themselves from the likes of _us_."

Superman lightly pinched the bridge of his nose. "We're not talking about the government. We're talking about a shadow cabinet that's taken it upon themselves to eliminate us! They came after us, we have to hit them back hard!"

"And even if we do go after Cadmus," said Ben, "what'll happen next, huh? You think the world will just let us attack a part of the US government and get away scot-free?"

Flash coughed into his hand, getting their attention. "Grammy Flash always used to say that the trouble with an eye for an eye is that everybody ends up blind."

…

**LexCorp, Metropolis**

Lex Luthor did not normally want for resources; he had the bounties of entire countries at his beck and call. Still, even with all that, he didn't have the technology to build what he truly desired; that is, until Cadmus came along. It had taken months, but he had discreetly smuggled the advanced technology out of their laboratories and into his own.

He was beginning the final stages of construction when the communicator began to beep. Only one person called him at this hour; he placed the device in his ear.

"What is it, Mrs. Waller?"

"_Superman broke into Cadmus, along with Huntress and the shapeshifter." _Luthor had always been slightly irritated that Waller had never shared any of the heroes' secret identities. _"When they left, they took Question and Captain Atom with them."_

"That was fast," mused Luthor, "still, opportunity knocks."

"_What?"_

"Sorry, I'm working on something here; go on." As he spoke, Luthor made his way over to a computer.

"_The continual security breaches are bad enough, but now The Question's back with the League, and we still don't know what he's learned."_ In a week of torture, Question had never said anything; Luthor had actually been impressed.

"What's the worst-case scenario?" Luthor began to type, as the screen showed a satellite-image of Cadmus Headquarters.

"_If they've got enough to tie you to this," _warned Waller, _"they'll head right for your doorstep."_

"Let them come," Luthor said confidently, "I've got a full pardon from the President."

"_Not for any new crimes, Lex. If you get arrested, we'll disavow any knowledge of your actions."_

"Well, that would be inconvenient," said Luthor, "but I wouldn't worry about the Justice League just yet. They have problems of their own. Good-bye, Mrs. Waller." He hung up, and pressed a final key.

The computer showed a picture of the Watchtower, and read "Engaged".

**The Watchtower**

No matter what the others said, Superman wouldn't budge from his position of retaliation against Cadmus.

"I still think we should go down to Cadmus, take them out, and accept any consequences after…" Superman's words were cut short by the alarms that began blaring throughout the station.

"Computer," J'onn barked, "report!"

A synthesized voice began to speak, as a large computer rose from the floor. _"Binary Fusion Generator initialization sequence in progress."_

The heroes stared in shock; the station was going to fire the fusion cannon!

"Abort!" yelled the Martian.

"_Unable to comply. System locked."_

J'onn ran to the computer, typing furiously. "Override. Command authority zero-zero-four."

"_System administrator J'onn J'onnz recognized. Unable to comply."_

"Ship," yelled Ben, "interface with it; shut it down if you can, slow it down if you can't!"

"Ship ship!" the Symbiote leaped into the computer and merged with it. As he did so, Ben jumped off the platform and activated the Ultimatrix.

"GHOSTFREAK!" the ghost-like alien phased through the hull of the station and into space, heading towards the bottom of the Watchtower, where the cannon was located. He'd only have one chance to pull this off…

J'onn reached for the intercom. "All hands, prepare for Primary Fusion Discharge! This is not a drill!"

Ship did his best, slowing the buildup of energy long enough for Ghostfreak to get into position… directly in front of the cannon.

_I hope this works, _he thought, then slapped the Ultimatrix dial.

"FEEDBACK!" this new alien was about six feet tall, and had a pitch-black body with green on his chest. His fingertips looked like copper sockets, while a pair of long, thick antennae over his one-eyed head had copper plugs. The same plug was at the end of his long tail.

Feedback felt a familiar rush; ever since he'd unlocked this alien, he had felt different. Every one of his aliens had a different feel to them, but Feedback was special; he felt an overwhelming sense of confidence, like he could do anything.

Since he was staring down the barrel of a gun that could level a city, he was going to need every bit of confidence that he could muster.

Despite Ship's efforts, the Fusion Cannon fired; an enormous beam of energy lanced forward, and all that stood between it and its target was a single alien.

As he floated in space, Feedback raised his hands, his fingers pointed at the beam; just before the energy struck him, it flowed into the sockets. Feedback gritted his teeth and narrowed his eye; this was a lot of energy, but he couldn't afford to let any of it get past him. Lives could be at stake.

Finally, after what seemed like an eternity, the beam ceased, and Feedback lowered his hands; normally, he'd feel a rush after absorbing energy, but now he was out of air. Just as he began to lose consciousness, he saw a familiar blue-and-red-garbed hero heading towards him.

…

Ben opened his eyes to see that he was in the infirmary aboard the Watchtower; the strange thing was, the lights were all out. Then he remembered: the Fusion Cannon had fired, and he'd absorbed the shot with Feedback. But how did he end up here?

"You're awake!"

Before Ben could react, a blur rushed toward him and wrapped him in a hug. When his vision finally cleared, he could see Supergirl holding on to him for dear life. Also…

"Kara!" Ben wheezed, "Air!"

"Sorry!" Supergirl let up some of the pressure, but still kept her arms around him. "What were you thinking!?"

Ben shrugged. "I was thinking that I couldn't let the Watchtower blow up whatever it was aimed at." Then he frowned. "What _was _it aimed at?"

Supergirl had a haunted look in her eyes. "Cadmus Headquarters."

Ben froze; if having a giant space-gun aimed at you wasn't provocation, he didn't know what was. Then he remembered that Cadmus HQ was surrounded by a small town.

"Did anyone get hurt?"

Supergirl smiled. "No, you managed to absorb all of the energy."

Ben let out a sigh of relief. "How long was I out?"

"Only a few minutes, thankfully. Why?"

Ben got out of the bed. "Because we've still got work to do."

…

When Ben and Supergirl got back to the observation deck, they found J'onn hanging up a phone. The Martian turned to them and gave Ben a nod, as did Green Arrow. The happiest, of course, was Ship, who jumped out of a console and into Ben's arms.

"Ship ship!" the little alien cried, happy to see his friend.

"Hey, buddy, I'm glad that I'm okay too."

"Good to see you up, Ben," Arrow said with a smile, "how're you feeling?"

"Like I got hit by a giant cannon," Ben replied, "but other than that, I'm fine. Who was J'onn talking to?"

Green Arrow lost his smile. "The President."

Ben and Supergirl looked at each other nervously.

"What did he say?" asked Supergirl.

J'onn spoke up. "He knows that the Fusion Cannon fired, and he knows that we were aimed at Cadmus. However, he also knows that no one was hurt. There is a matter that the founding members need to discuss. Ben, are you well enough to assist in getting the station up and running again?"

Ben nodded. "Yeah, I'm good. Besides, I have a feeling we're gonna need every advantage we can get."

…

**Cadmus, New Headquarters, Unknown Location**

Amanda Waller watched as several soldiers and technicians began reassembling her office. It had been a close call, escaping before the League's space-cannon had fired. It had all been a moot point, of course, since the beam had been stopped by Ben Tennyson, if the reports were accurate. Still, they would have to be more careful in the future.

When she began to think of that future, she scowled and pulled out her phone. She dialed a number and waited. After only a few seconds, a voice answered her.

"_I'm surprised to hear from you, Amanda,"_ said the President, _"since my boys at the NSA can't find you anywhere."_

"We had a security breach at Cadmus," explained Waller, "and I had the facility scrubbed and moved per standard protocol; I wasn't able to get in contact with you until now, sir." Waller smiled grimly. "Even if the Justice League's weapon had hit, they would only have fired on an abandoned building."

"_Good, that confirms that there were no casualties."_

"Not for lack of trying," said Waller, then felt a bitter taste on her tongue as she said the next part, "if it hadn't been for that shapeshifter, there would have definitely been collateral damage."

"_We don't know that the League fired on purpose." _Said the President, _"I just got off the phone with the Martian; he claims that someone hijacked their weapon and fired it at you in order to incriminate them."_

"Oh, this was retaliation, sir, no doubt about it." Waller scowled. "We captured The Question, they bust him out, and an hour later, it's death from above."

The President sighed. _"If you're right, it's our worst fears realized."_

"Yes, sir; what are you going to do about it?"

"_I'm weighing my options."_

Waller's scowl deepened. "Mr. President, if we're where we think we are, Cadmus is your _only _option."

"_I'll let you know, Amanda. Stay on high alert."_

Waller hung up. This was why she hated politics; too much talking, not enough doing. Well, no more; if it got her fired, so be it, she was going to remove a threat to her country. She marched over to one of the training rooms, where she was met by General Eiling.

"Ma'am? What's going on?"

"I'm done with waiting for the go-ahead," said Waller, "somebody's got to do something about the League."

Waller entered the training room, where she saw a figure pushing up against a machine that was pushing down at over one million tons of pressure.

"I take it you're fit for duty again?" Waller asked.

Galatea smirked as she lifted the machine with only one hand. "Never been fitter."

"Good," said Waller, "come with me."

Galatea lowered the weight and followed her to another part of the base. Inside, past an empty room, was a massive vault.

"Your mission is to take down the Justice League," said Waller, as she typed in a code to open the vault, "and you're going to need help."

As the final part of the code was entered, the vault opened, revealing dozens of identical figures. While the originals had disappeared, the DNA of the Ultimen was still usable. They had been cloned over and over, until twenty teams of five stood before them.

Waller glanced at Galatea.

"Get it done."

**Boom! There we go, the setup for the next part, one of my favorite episodes of the show! Now, a couple of questions that you might have wondered.**

**First, how the heck did Feedback yell in space? Well, for that, I say that you should just roll with it, I have no answers.**

**Second, the reason I had Feedback absorb the entire shot was because I've seen the episode; there should not be many, if any, survivors from the Fusion Cannon shot. It's got the punch of a small nuke, for crying out loud! Still, I needed a reason for certain things to happen next chapter, so just having the cannon fire and making the President mad will have to do.**

**Third, brobdingnagian is a word, I looked it up. It means big, or large. Why Question needed to use that word, I don't know.**

**Another thing that I realized: at this point, Ben is 20. Yeah, the timeline for this is a little confusing. Let's just say that by this point, he is 20, and he will be 21 by the end of this story.**

**Stay tuned, because next up is "Panic in the Sky"!**

**High-ho, Muffin!**


	23. Chapter 19

**BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. GRANDMA'S RECIPE FOR PEANUT-BUTTER FUDGE DOESN'T BELONG TO ME, EITHER, NO MATTER HOW MUCH I BEG.**

**As I write this, I am bouncing up and down. This episode is 32 flavors of awesome, I love it! There's action, political intrigue, and Batman being awesome! **

**Enjoy!**

Ben 10: Unlimited

Chapter 19

Panic in the Sky

**Cadmus Headquarters**

"Hold still, Galatea," said Professor Hamilton, as he attached small device to his patient's head, "you're invulnerable. This can't possibly be hurting you."

"Boredom is my Kryptonite." The Kryptonian clone smiled wryly. "Actually, Kryptonite is my Kryptonite, but you know what I mean. Although the way I'm feeling lately, I don't even think that stuff can hurt me anymore."

"Think again," Hamilton warned, "I've artificially aged your body to its physical prime, but you're underlying DNA matrix is still a clone of Supergirl's."

Galatea narrowed her eyes; she hated getting compared to her "sister".

"I'm better than she ever was." When Hamilton moved his hand away from her face, she began to touch the silver strip on her forehead.

"Be careful with that," Hamilton warned, "it gives you remote-control over the Ultimen. These new Ultimen are blank slates; they can't do anything, not even think. They have no initiative and they feel no pain." Hamilton reached forward and pressed a red button on the strip, which lit up. "When this light is on, the Ultimen will be in puppet-mode. They are little more than an extension of your will."

Galatea smirked. "Wicked." She would have said more, but a new voice stopped her.

"It's time we got this show on the road." Amanda Waller stood in the doorway to Hamilton's lab. "Report to the staging area."

Galatea moved to follow her as she left, but hesitated at the doorway.

"What is it?" Hamilton asked.

"It's nothing." Galatea walked back to Hamilton and gently embraced him. "Good-bye, Daddy."

While not her biological father, Hamilton had, for all intents and purposes, raised her as his own. He was the only person in Cadmus that treated her like a person, not a weapon. And she knew that if she failed in her mission, the Justice League would come after him. _She _might come after him. Now, Galatea had one more reason to kill her.

…

**The Watchtower**

Throughout the massive station, repair-teams and Leaguers alike worked as fast as they could to get the systems up and running again. On the observation deck, J'onn worked with Steel. After a few minutes, several of the monitors began to light up and show images.

"Satellite connections are back online, at least." Commented Steel.

"How long before you can restore full power?" asked the Martian.

"Atom took Ship down to the reactor," Steel replied, "he said that they might be able to shave twenty minutes off the system reboot."

Before he could say more, a news report came in on one of the screens, with a reporter talking to various people, who were saying that they were afraid that the Justice League had attacked them. Superman looked away.

"Turn it off."

"Our sensors and long-range communications are still out," said the Martian, "this is the only information available."

Superman took a breath, then reached for his communicator. "Diana, John, Shayera, Wally, meet me in the main conference room, right now." As he turned to leave, he called out over his shoulder. "You too, J'onn."

…

Once present founding members were gathered together, Superman looked down at the table.

"What have we done?"

"We haven't done anything," said J'onn, "because Ben prevented any damage."

"Yeah," said Flash, "and even if he didn't, someone hacked our systems, right?"

J'onn nodded. "Whoever did that is responsible for the attempted attack on Cadmus, not us."

Superman shook his head. "Tell that to the world; you saw the news, they're terrified of us. So is the government."

"We can't let that stop us from doing our job." Green Lantern argued, "We aren't here to be liked, we're here to make the world a safer place."

"And how are we doing so far today?" Superman asked softly.

Lantern threw his hands in the air. "Come on, man!"

"I don't see the two goals as mutually exclusive." Wonder Woman looked at the others. "We should make a gesture of cooperation."

Superman looked thoughtful. "That's not a bad idea."

"We could dismantle the Binary Fusion weapon," suggested Wonder Woman, "at least until our innocence has been proven."

"I've seen it on a hundred worlds." Green Lantern looked annoyed. "Space-based weapons always destabilize planetary politics."

"Okay," said Flash, "getting rid of that thing is a start, but we're gonna have to do more."

Shayera nodded. "We have to regain their trust."

Superman straightened his shoulders and stood up. "Then there's only one thing to do."

…

Ben was standing on the observation deck, holding open a panel while Steel worked on the circuitry inside. Beside Ben stood Supergirl, who was replacing some burnt-out wires with new ones while Captain Marvel worked to move some debris that had fallen during the Fusion Cannon's attack. They turned at the sound of footsteps behind them and saw Superman and the other founding members.

"May I have your attention, please?" Everyone present turned to look at Superman. "I have an announcement to make. Until it's been proven that the Justice League did not fire the Fusion Cannon, the founding members are turning ourselves in to US custody."

Immediately, everyone began to protest, until Superman held up his hand for quiet.

"Cooperate fully with any investigation that the US may want to lead; give them whatever they ask for."

Supergirl stepped forward. "But Cl… Superman!"

Superman looked at his cousin and gave her a quick, reassuring smile, before turning back to everyone else.

"Until further notice, Ben is in operational command; good luck." With that, the six Leaguers walked out. Once they were gone, Ben found himself under the eye of everyone present.

_I'm in charge? _Ben thought, _How the heck am I supposed to do this? I knew that this could happen, but I never thought that it _would _happen._

Ben took a deep breath. "Okay, people, I want anyone with technical expertise either working here or in the reactor room; we need main power online an hour ago." Several members, as well as the Watchtower workers moved around. Ben smiled and turned to several Leaguers.

"Atom-Smasher, I want you and Long Shadow to start opening some of those bulkheads; I know that some were locked shut, but we need to get everything connected again. Once you're done, see if you can get some of the larger pieces of debris into the Javelin bay; it's a good place to put that stuff for now."

The two size-changers nodded and moved out. Ben still had to get used Long Shadow's new look; he had changed his costume to a simple pair of jeans and a white t-shirt, made of a material that stretched as he grew.

As Ben continued giving directions, Supergirl couldn't help but feel proud of her boyfriend; he'd barely hesitated before throwing himself at his new responsibilities, determined to get the Watchtower up and running. She was brought out of her musings when she heard Ben's voice.

"Supergirl, I need you and Captain Marvel to hold up this hardware while Steel and I fix this stuff."

Supergirl nodded, then ran back to work.

…

**Somewhere Over North America**

"_You want me to _what_!?" _came Batman's voice over the Javelin's communicator.

"Turn yourself in to US custody, Bruce, along with the rest of us." Wonder Woman knew that Batman wouldn't be happy. Then again, he was rarely happy at the best of times.

"Meet us at these coordinates first," said Superman, as he typed up the directions to Batman, "we should all go over together."

"_This is the single _dumbest_ plan I've ever heard." _Batman's anger was an almost physical force at this point. _"If you're feeling guilty, clear your own name; don't stand on the sidelines waiting for somebody else to do it."_

"We've already voted," said Wonder Woman, "and we have six votes in favor. You have to come with us, Bruce."

"_I don't _have _to do anything," _Batman snarled, _"I'm a part-timer, remember?"_

With that, he severed the connection.

"Actually," Wonder Woman said with a small smile, "he took it a lot better than I'd expected."

…

A few minutes later, the Javelin touched down at a maximum-security Federal prison. Waiting for them was the warden, along with nearly a hundred veteran soldiers. The warden's eyes narrowed as six superheroes walked down the Javelin's ramp and up towards them.

"As promised," said Superman, "we're surrendering ourselves to your authority."

The warden wasn't particularly happy with this; he was actually a supporter of the Justice League. These heroes had put more bad people away than anyone he'd ever known, and to see them locked up like the criminals they'd caught galled him.

"Where's Batman?" asked one soldier, pulling the warden out of his thoughts.

"Running late," said Flash, "the Batmobile? It lost a wheel; the Joker got away."

Everyone stared at him.

"At least, that's what I heard." Flash said, shrugging.

Several soldiers stepped forward with handcuffs rated for metahuman-level strength. The heroes raised their arms to be bound, but the warden raised his hand.

"Those won't be necessary."

"But it's standard procedure." One soldier protested.

"This isn't a standard situation, son." He gestured for the heroes to go inside the prison; as they did, he turned back to the soldier.

"I don't think it would have held them, anyway."

…

**Watchtower**

"This bites," Supergirl complained, as she held the outer casing of a computer up for Ben, now as Grey Matter, "they don't have to go to prison; they're the good guys!"

"I don't like it either, Kara," Grey Matter said as he worked, "but people are already scared of us right now; this'll help ease some of the pressure off us."

"Nobody really believes we did this."

Grey Matter sighed. "Sorry, gotta disagree with you there; plenty of people are thinking we're about to invade. But as soon as the Watchtower is fixed, we've got sixty superheroes ready to find out who's really behind this."

Supergirl was frustrated; she knew that he was right, but she still wasn't happy.

"I'm worried about them, Ben; I'm worried about my cousin."

"Don't be." Grey Matter jumped to the ground, then slapped Ultimatrix dial, turning back to normal. "This will work out; we'll find out who did this, we'll stop them, and we'll go back to saving the world, just like before."

Supergirl smiled. "How are you always so confident?"

Ben placed his hand on top of hers. "Having a great girlfriend who makes sure I don't screw up certainly helps."

The moment was ruined, however, when STRIPE stepped forward.

"_You guys see that?" _he asked in a synthesized voice, while pointing out the window.

Supergirl and Ben followed STRIPE's finger, and saw mass of rocket engines propelling many somethings toward them.

"_Something comin' up from planetside," _STRIPE continued, _"Javelins, maybe?"_

Supergirl narrowed her eyes, trying to see what they were. "Not Javelins; they almost look like…" then it hit her. "Missiles!"

STRIPE checked the sensors in his armor. _"I'm counting two-dozen Damocles-class missiles! That's LexCorp tech!"_

Ben rushed to the intercom. "Battle stations! Prepare for impact!"

Across the Watchtower, Leaguers and technicians belted themselves in where they could, or otherwise found a place to brace themselves. As the missiles got closer, the warheads folded back, revealing a large drill. When the missiles hit the station, they didn't explode; rather, they tunneled a path. With their defenses down, the Watchtower was soon riddled with intruding missiles.

Several missiles hit the observation deck. The Leaguers prepared for the worst, getting into position and readying weapons or powers. Ben activated the Ultimatrix, selected an alien and slammed down the dial.

"EYE GUY!" this alien was tall and muscular, with yellow skin and pointed fingers and toes. Two large ears stuck out from his head, which had no other features save for a fanged mouth. His eyes were scattered all over his body. The Ultimatrix symbol was part of a belt that supported a pair of black pants.

Supergirl flew up to one of the missiles, only for it to explosively detach and nearly collide with her. She dodged it, only to be smacked into the ground by a giant fist. All of Eye Guy's eyes widened when he saw wave after wave of Ultimen copies emerge from each missile, attacking anyone in their way. A Shifter ran towards him, turning into a tiger, but Eye Guy sent her flying with an energy-blast from the eye on his shoulder.

In moments, the entire deck became a super-powered brawl.

"Ben!" Dr. Fate flew up next to him, blasting away a Wind Dragon with his magic. "Something has been done to these Ultimen."

"Yeah, I noticed that there are a lot of them, Doc." Eye Guy said, as three of the eyes on his arm merged into one, and fired a blue bolt that froze a Juice solid.

"Not that," said Fate, "I have tried to scan their minds, but they aren't there."

"What are you talking about?"

"Their minds and souls have somehow been erased; these creatures are no more than organic robots."

Eye Guy frowned. "Are you absolutely sure?" Fate nodded; Eye Guy ran over to the intercom. "Everyone, listen; these guys aren't real, so you don't have to hold back. Take 'em down hard!"

With a roar, the Justice League went into battle.

…

In a lower part of the Watchtower, a single figure strode out of a missile. She put a finger to the silver strip on her forehead.

"Ultimen, keep the League off of me," said Galatea, "and sanitize the Watchtower." Then she flew off to complete her objective.

Destroy the Watchtower.

…

**Cadmus Headquarters**

Amanda Waller and General Eiling stood in the main conference room, watching a digital readout of the Watchtower as their forces attacked. Waller let no emotion cross her face, while Eiling had a grim smile as he drank his coffee. The General was about to say something, when the grate to the air vent above them broke, and Batman landed in front of them.

"We've got business, Waller." Batman barely even glanced at Eiling as he knocked a pistol out of the man's hand with a batarang. The General tried to rush the Dark Knight, but he was knocked over the table and into unconsciousness in a single blow.

Batman stood directly in front of Waller. "You told me once that you were a patriot; well, it's time to step up." Waller quickly pressed a button on the remote behind her back, dismissing the digital readout. "You have to know that the Justice League would never have fired that weapon at you."

Waller scoffed. "Sure you would; it was retaliation for kidnapping The Question."

"And yet, you weren't home." Batman stared at her as he continued. "We've had you under surveillance for months; you don't think we didn't see you evacuate your offices?"

"A warning shot, then."

"Don't be dense." Batman couldn't believe how blind this woman was. "Someone took over our Fusion Cannon by remote control. There are maybe three people on Earth who're smart enough to pull that off; two of them were already on the Watchtower. And that leaves…"

"Luthor." Waller looked skeptical. "That's where you're trying to lead me, right?"

"You're too smart to trust him."

"Who says I do?" Waller figured one little admission wouldn't hurt. "He provides off-the-books funding for Cadmus; as far as I'm concerned, that's all he's good for."

"Then you must know he has his own agenda." Batman hoped that Waller was a little more curious about Luthor's motives.

"He wants to be President; that's agenda enough for anyone."

Then again, maybe she wasn't. "Almost anyone. If I were you, I'd start looking at him. Hard."

Waller was about to respond, when she heard a groan behind her. She turned to see Eiling pull himself up. When she turned back to face Batman, he was already gone.

_I wonder if Gotham PD hates that as much as I do._

…

**Watchtower**

The battle for the Watchtower had become slightly more organized; the Leaguers might have been outnumbered, but they had fought together as teammates for over a year. They knew what they were doing.

Eye Guy had also come up with some rough battle-plans; he had Captain Marvel lead some of the more mobile heroes as a quick-reaction force, constantly moving to support anyone who needed help. He had Dr. Fate teleport anyone that was too badly injured to his tower; that way, they would be safe, and other Leaguers wouldn't have to worry about fallen friends.

Since discovering that the Ultimen clones weren't really alive, the League found themselves venting all of their anger over the last day at their opponents. Fallen Ultimen littered the floor, but more still came.

Eye Guy found himself surrounded by Downpours and Shifters. The latter he could handle as Eye Guy, but Downpour could be tricky, so he tapped the Ultimatrix dial on his belt. In his place stood what looked like a six-foot tall, walking oven. He was bulky and other than the green Ultimatrix symbol on his chest, the only color on him that wasn't grey was an orange light coming from the vent on his face.

"NRG!" the alien cried out in a Russian accent.

The Downpours turned into water and flowed towards him, but NRG simply charged up his superheated radiation and fired it through the vent. In a flash of orange light, all of the water was vaporized. One of the Shifters turned into a Tyrannosaurus, but even that mighty dinosaur's teeth couldn't break NRG's metal hide. NRG swung his heavy fist into the dinosaur's eye, which made her reflexively open her mouth. The alien swung around to finish the Shifter off, but Supergirl, traveling at super-fast speed, knocked her off the platform.

"Thanks!" NRG said.

"You need any more help?" Supergirl asked.

"No, I'm good." To prove his point, NRG took down the rest of the Shifters with several blasts of radiation. He was about to rush back into the fray, when the Ultimatrix dial began to blink, and a voice rang out.

"_Ship ship!"_

"Ship?" NRG asked, "What's going on?"

"_Ship ship sh…" _Ship's voice cut out.

"Something is wrong in the reactor!" NRG looked up at Supergirl. "I'm going to go help Ship!"

Supergirl nodded. "Okay, we can handle the rest of these guys."

NRG slapped the Ultimatrix dial again. "FASTTRACK!"

In a blur, Fasttrack ran through the station, occasionally throwing a punch at a clone as he ran. In a few seconds, he made it to the reactor room. His eyes went wide when he saw The Atom, shrunk down to only a few inches tall and covered in wounds, lying next to…

"Ship!" Fasttrack gently picked up the little injured alien. "Come on, little buddy, say something!"

To his relief, Ship weakly raised his head. "Sh-ship…"

"Okay Ship, I'll take care of it; you just rest." He placed both Ship and Atom in a corner, then raced to the inner workings of the reactor, a massive half-sphere studded with cables that weakly glowed.

"Quite an impressive sight, isn't it?"

Fasttrack looked up and barely dodged the punch that Galatea threw.

"You're alive?" then Fasttrack smirked. "What, that beat-down Supergirl and I gave you the last time wasn't enough?"

Galatea scowled. "This won't be like the last time. This time, I'll kill you, then her."

Fasttrack's eyes narrowed. "Not gonna happen." He slapped the Ultimatrix dial.

"BLITZWOLFER!"

The two aliens eyed each other for a moment, then charged.

…

Supergirl found the battle on the observation deck beginning to wind down; there were fewer Ultimen clones fighting, and the Leaguers had begun reporting that more parts of the station were being secured.

Still, she was worried; Ben hadn't checked in since he'd left. After making sure that she wasn't needed, she flew down to the reactor room.

"Ben, everything okay down here?" she looked around, but saw no sign of Ben. She did, however, see several shards of diamond littering the floor, which meant that Ben had to have been fighting here as Diamondhead. Then she looked around the room; throughout it, there were signs that Ben had been fighting. One part of the floor was melted, probably by Heatblast. Another corner had a Humongosaur-shaped dent. Supergirl's eyes went wide; what had Ben been fighting?

Her answer came when the battered form of Fourarms fell to the ground, only to be lifted up by the throat by… her clone!?

Just as Galatea picked up Fourarms, the red alien lost consciousness and turned back into Ben. She smirked; _this _was the being that had Cadmus so worried? She drew back her free hand to crush the human's skull, only to have two beams of heat-vision graze her arm, cutting her sleeve, but only giving her a slightly-painful burn.

"Put him down!" Yelled Supergirl, her eyes still glowing red.

Galatea shrugged. "Sure; I was pretty much done with him anyway." With a flick of her wrist, she sent Ben flying into a wall, where he fell with a groan.

At that moment, nothing else mattered to Supergirl but tearing apart this woman who'd hurt Ben, _her _Ben, but she quickly marshaled her rage. She'd spent every second of her training with the League mastering her emotions; she wasn't going to lose this fight because of her recklessness.

"What do you think you're doing?" she asked the clone.

Galatea gave a dark smile. "Oh, I'm about to set the reactor to overload and blow the Watchtower to bits." She took a fighting stance, the smile not leaving her face. "But what I'm hoping is that you'll be dumb enough to try and stop me."

Supergirl moved forward in a blur, using a serpentine pattern in hopes of confusing her opponent, but Galatea was easily able to dodge her punch, then sent a barrage of her own into Supergirl's face. The clone was relentless, never giving Supergirl an inch; every strike was followed by another, and each one _hurt._

At one point, Galatea delivered several punches to Supergirl's stomach that left even the Kryptonian winded. As Supergirl fell to the floor, her clone's smile turned downright sadistic.

"Uh-oh," she said in mock-concern, as she lifted Supergirl up by her shoulders, "what's wrong, hero? Not strong enough? Maybe that's because I'm the real hero here. Your Justice League is a bunch of dangerous loose cannons, and I'm going to shut you down."

"Who do you think you're kidding?" asked Supergirl weakly, "You don't care about what the League does. Admit it; you just want to beat _me_."

Galatea snarled, and hurled her into a wall, then dive-bombed her feet-first into the ground. As the dust cleared, the clone lifted her up by her shirt.

"I've already beaten you," she declared, "but I'm going to make it _last_."

To her surprise, Supergirl laughed. "It's kind funny, in a sad sort of way. No matter how bad you beat me, I'll still be real, and you'll still be a clone."

Galatea's temper began to rise. "Shut up."

Supergirl's smile turned just as cruel as Galatea's had been earlier. "Deep down, you know the truth: you're not a person, you're just a weapon, grown out of one of Hamilton's Petri dishes."

"_Shut up!_" Galatea swung her fist as hard as she could.

No one insulted her father and lived.

…

**Cadmus Headquarters**

"He played me." Amanda Waller glared at the computer, General Eiling and Professor Hamilton at her sides. "I knew he was a snake and I still let him bite me."

She tapped a key, and a list of different supplies came up on the screen. "Luthor's recently had a lot of our new technology shipped to LexCorp. This is what he's stolen, Professor. Could he have taken over the Watchtower weapons system with that stuff?"

Hamilton looked over the list, his mind awhirl with possibilities. "Theoretically, yes, but that's the least of it." His eyes went wide with comprehension. "Good Lord, I think I know what he's planning to do!"

…

**Watchtower**

Ben slowly opened his eyes, but winced as even that tiny motion hurt. When he finally got his eyes open, he saw his girlfriend, her costume shredded and her body covered in injuries, getting the stuffing kicked out of her by her evil clone. Ignoring the pain as much as possible, Ben activated the Ultimatrix and slammed the dial down.

"SWAMPFIRE!" the plant-like alien immediately felt better, as his regenerative abilities were erasing his wounds. He ran towards Galatea and Supergirl, the latter of whom had just been slammed into the floor and had the former's leg holding her down. He put every ounce of strength he had into a punch, but it barely made the clone's head move back. Galatea put one fist through his chest and lifted him into the air.

"Pitiful, the both of you." Galatea heard her communicator beep, signaling that someone was trying to talk to her. She reached up with her free hand to activate it. "What?"

"_The mission is scrubbed," _said Amanda Waller, _"do you hear me? Stand down and await further instructions."_

Galatea threw Swampfire into a bank of computers, stunning him, even as he regenerated, then lifted Supergirl up to her face. "I'm not reading you," she lied, "can you repeat?"

"_Don't do this, Galatea!" _Waller yelled, _"The mission's over! Call off the Ultimen! Do you hear me!? Call…" _Waller never finished her sentence, because Galatea took out the earpiece and crushed it.

She looked at Supergirl and shrugged. "Wrong number." Then she knocked Supergirl into Swampfire, who was just starting to get up.

"Got any ideas?" Supergirl asked.

"Only one," said Swampfire, "but I'm going to need you to get behind me and not move from there until I transform back."

Supergirl was about to object, when she heard something in her boyfriend's tone that she'd never heard before.

Fear.

"Ben, what are you…"

"Just trust me; you _don't_ want to see this."

_Okay, _thought Swampfire, as Supergirl went behind him, _just to be clear, none of my attacks can hurt her. This is probably my only shot; let's hope it works._

"Here goes!" Swampfire slapped the Ultimatrix dial. In a flash of green light, he was replaced by a human-sized, ogre-like creature. He wasn't very impressive; he had pale, yellow-green skin, with stubby legs and long arms. Weed-like spines covered his forearms, and his hands ended in claws. He wore a pair of black briefs, which were connected by chains to armor that covered his upper torso, which had the Ultimatrix symbol on it, and neck. His head and face were completely covered by a steel, cage-shaped helmet, with two horns coming out of the sides. The only part of his face that was visible through the bars on the front were his eyes, which glowed a sinister shade of green.

"TOEPICK!" the alien's voice was a deep growl.

Galatea stared at the alien in front of her for a moment, then started to laugh. "What is that… that _thing_!?"

Toepick glared at the clone. "The only thing that I know of that might be able to stop a Kryptonian."

Galatea sneered. "By doing what, grossing me out?"

Toepick chuckled, a dark sound that sent shivers down even Galatea's spine. "Something like that."

Supergirl, meanwhile, eyed Toepick with suspicion; he didn't look all that impressive, but even Ben seemed afraid of what he could do. Just what was his power that was so terrible?

As if in answer, the front of Toepick's helmet began to open, and Galatea got a good look at what was behind it.

Horror. Sheer, unspeakable horror. Though she couldn't see it, Supergirl could still hear terrified screams, agonized wailing, roaring, unholy groans, hisses, and terrible, demonic laughter. Supergirl decided if that was what was only _heard_, then she would be better off never seeing Toepick's face.

Galatea wasn't so lucky. Even though she tried to look away, she couldn't; after a few seconds, she began to scream.

"AAAAAHHH! NOOOO! GET AWAY, GET AWAY, GET AWAY! AAAAAHHH! DON'T COME ANY CLOSER! AAAAAHHH!"

With every scream, Galatea began to change; her skin and hair became paper-white, and she fell to her knees. After a few more seconds of absolute terror, her eyes rolled back, and she fell to the ground. As soon as she did, Toepick tapped the Ultimatrix dial and turned back into Ben.

"Ugh," said Ben with a shudder, "I hate going Toepick."

Supergirl limped over to him. "Ben, what did you do?"

"That was Toepick; he's up there in the top ten most dangerous aliens in my universe. He can terrify anyone who looks at his face; plus, there can be some… unexpected side-effects."

Supergirl looked at the clone with her x-ray vision. When she reached her brain, she stepped back in shock.

"Ben… you put her in a coma."

Ben gave a low whistle. "That's never happened before." He turned back to Supergirl. "Are you okay?"

Supergirl nodded. "Yeah, I'm…" before she could finish her sentence, her knees buckled, and she was only saved from hitting the floor when Ben caught her, then wrapped her in a hug.

"I'm sorry you had to see that," Ben murmured, "it's not something I like doing."

Supergirl returned the hug as best as she could; normally, she'd be close to breaking Ben's spine at this point, but after that fight, she barely had the strength of a normal human.

"It's okay," she said, "if you had any other option, I'm sure you would have taken it." She would have said more, but she hissed in pain when she put weight on her foot. Ben noticed this and picked her up bridal-style, much to his girlfriend's embarrassment.

"Let's get you, Atom and Ship to the infirmary." Ben glanced at the fallen Galatea. "What about her?"

Supergirl shrugged. "We'll send her to Cadmus in a box later; right now, though, I'll be happy if I never see her again."

…

Though Ben wouldn't find out until later, Toepick's attack had done far more damage to the enemy than he thought. Somehow, likely through the mental connection that she'd had with her troops, the terror he'd given Galatea had spread to the Ultimen, putting them all into the same catatonic state, just as the power was finally restored.

The battle for the Watchtower was over.

…

**LexCorp, Metropolis**

Lex Luthor stepped away from his creation, in order to admire both it and his own genius. An android, nine feet tall and made of a silvery material, lay on a table.

"Now you're perfect," he said, "a perfect, superpowerful, immortal body; a suitable place for me to spend the rest of eternity."

He began to circle the android. "Ironic; years of plotting, hundreds of millions spent on Cadmus R & D projects, and none of it bore fruit. No, it's a lowly employee of LexCorp, Dr. Ivo, creator of Amazo, who we have to thank for my impending godhood."

"That was the last piece I needed." Luthor turned to find the speaker, Batman, standing behind him.

Luthor smiled. "Got it all figured out, have you?"

"When I went back to Ivo's office when the first Amazo left, I found a copy of the android's blueprints; however, I noticed that there was a file missing. There was more than one copy, wasn't there?" without waiting for an answer, Batman continued, "But you didn't have the technology to make an android of your own, did you? Ivo used up all of his resources to build Amazo; rare resources, that only a group like Cadmus would be able to supply you with. That's why you joined them, isn't it?"

Luthor shrugged. "What can I say? I plan ahead."

"All of this, just to give yourself superpowers?"

"And to ruin Superman's reputation, of course." Luthor's smile became even wider. "Imagine how sweet it will be when I save the world from menace of the Justice League. Now when I kill Superman, they'll build statues in my honor."

"Maybe next time." Batman hurled an explosive batarang at the android but, to his shock, Luthor caught it in his bare hand. The batarang exploded, but caused no visible damage.

Luthor glared at Batman. "That… was uncalled for."

He charged forward, and slammed a toolbox into the Dark Knight, sending him flying across the lab, then rushed at him to finish the job. Batman dodged the next blows, then sent a stream of teargas into Luthor's eyes. While he was blinded, Batman smashed him the face with a two-handed blow. When Luthor's eyes cleared, he grabbed Batman and threw him through and out the window. As he fell to street below, the Dark Knight tried to use his grappler to swing to safety, but the hook bounced off the wall.

He prepared himself for the end, when he felt a hand grab his arm.

…

Luthor was about to transfer his mind into the android, when he was interrupted yet again.

"Hey, Lex!" Luthor turned to see Amanda Waller, toting a very large gun. "That android is Cadmus property; you're gonna have to find somewhere else to keep your brain."

Waller fired a beam of white light from the gun, melting the android into a puddle of silver goo. The Cadmus director smiled mockingly.

"A nano-disassembler beam." Her tone was smug. "Your design, I believe."

Luthor's face twisted with rage. "Arrogant cow! It'll take weeks to build myself another android body!"

"You ain't got weeks, baldy." Waller pointed the gun at Luthor. "You're under arrest for trying to use the Justice League's space gun to murder everyone at Cadmus."

With a mad yell, Luthor charged, knocking the gun out of Waller's grasp and Waller into a door. As she slid to the floor, Luthor laughed.

"Did you _really_ think you could take me down all by yourself?"

"Actually, yeah." Waller admitted, but then smiled. "But on the off-chance I might have been wrong…"

Luthor turned and saw, to his shock, all seven founding members of the Justice League.

"Ta-da!" Flash said with a smile.

Superman stepped forward. "It's over, Lex." There was no way for Luthor to beat all of them.

Luthor gritted his teeth. "Not until I-argh!"

Luthor gripped his head and moaned in pain; the moans became screams, as black cones burst from his back, black metal tentacles replaced his arms, metal replaced his legs, and his body began to grow. Finally, the flesh on his abdomen began to peel away, revealing a silver face, with three red circles appeared on his chest.

Luthor opened his mouth to speak, but it was not his voice that came out.

"_I'd hoped to remain hidden until I could install myself into the android," _the synthesized, chillingly familiar voice froze the Leaguers in their tracks, _"but you forced my hand."_

Superman uttered a single name.

"Brainiac…"

**Bam! I love this episode!**

**Yeah, I changed around a few things, like making the Ultimen clones organic robots; since I saw several of them actually die during the episode, I needed a reason for why the League would kill them.**

**Also, I needed a different way for Luthor to get the Amazo blueprints, since I never mentioned him getting them from The Atom during "The Return".**

**Also, yeah, Toepick scares me. Considering what his wiki page says, I have no problem believing that he could put Galatea in a coma. And yes, I said coma, not death. This will be an issue in the sequel. Which will happen… at some point.**

**Coming next week: The battle against Brainiac. The fate of the Justice League. The end of the arc.**

**Cortana: Sleep well?**

**Master Chief: No thanks to your muffins, yes.**


	24. Chapter 20

**BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. OH WELL, I GUESS I'LL JUST HAVE TO SETTLE FOR MY ARMY OF CYBORG DINOSAURS.**

**Here it is. It's here. **

***Takes deep breath***

**Ohmygodohmygodohmygod!**

***Gets hit upside the head by Rath, then takes another deep breath***

**Wow. Okay, so this is the first story arc of the longest story I've ever written thus far, finished. Now, this isn't the last chapter, of course, but this is still a pretty big deal. I just want to thank everyone who's stuck with this story. It means a lot.**

**All right, enough foreword stuff. On with the show!**

Ben 10: Unlimited

Chapter 20

Divided We Fall

**Previously, on Ben 10: Unlimited**

_Luthor turned and saw, to his shock, all seven founding members of the Justice League._

"_Ta-da!" Flash said with a smile._

_Superman stepped forward. "It's over, Lex." There was no way for Luthor to beat all of them._

_Luthor gritted his teeth. "Not until I-argh!"_

_Luthor gripped his head and moaned in pain; the moans became screams, as black cones burst from his back, black metal tentacles replaced his arms, metal replaced his legs, and his body began to grow. Finally, the flesh on his abdomen began to peel away, revealing a silver face, with three red circles appeared on his chest._

_Luthor opened his mouth to speak, but it was not his voice that came out._

"I'd hoped to remain hidden until I could install myself into the android,"_ the synthesized, chillingly familiar voice froze the Leaguers in their tracks, _"but you forced my hand."

_Superman uttered a single name._

"_Brainiac…"_

…

**LexCorp, Metropolis**

The Justice League, plus Amanda Waller, stared at the abomination in horror. Finally, Flash broke the silence.

"Dude," he said, "that is messed up."

Lex Luthor, somehow regaining his ability to speak, looked around in pain and fear.

"I… don't understand… what's happening!"

"_You are under my control." _Luthor glared down at the face of Brainiac. _"I have lain dormant within you for years, Lex Luthor, subtly influencing your actions until we arrived at this point."_

"But how could you be here?" Luthor seemed to be getting used to his new, albeit bizarre, condition.

"_Do you recall my kidnapping you in this very building?"_

"Yes," growled Luthor, as he remembered, "you forced me to build you a new body."

"_Kal-El destroyed that body, foiling my plans; in any event, I always have a backup plan. Consider this: when I shot you, how could you have survived the point-blank blast from me, unless…"_

"Unless," Luthor finished, "it wasn't _intended _to kill me."

"_The beam carried a nanotech payload that inserted a microscopic, holistic copy of my program inside your body. Since then, I have steadily grown in strength, protecting this body until I could arrange my transfer into a more suitable one."_

"You cured my cancer," Luthor realized, "and gave me super-strength!"

"_Your animal-protein shell was insufficient for my needs; improvements were required."_

As they spoke, no one noticed the Martian Manhunter's eyes glow, a sign that he was using his telepathy.

"Hate to interrupt the special, live performance of the thing with two heads," said Flash, "but it's time to go to jail now."

"What he said." Amanda Waller stepped forward with a laser-pistol, firing a dozen rounds into Brainiac's face. As he collapsed, Waller turned back to the Leaguers. "We'll take him back to Cadmus and see if the tech boys can't pull Luthor out of what's left of that hunk of…"

She trailed off as Brainiac stood back up, a silvery liquid covering and repairing the damages.

"I'll be dipped," Waller whispered.

"_Be gone!" _A blast of energy ripped from Brainiac's eyes, and that entire level of LexCorp exploded.

…

**Watchtower**

Supergirl looked up as Ben Tennyson groaned and clutched his head.

"Ben? What's wrong?" At first, Supergirl thought that the stress had begun to get to her boyfriend. Since the League had defeated the Ultimen clones and Galatea, Ben had been moving all over the station, helping out wherever he was needed. Finally, Supergirl had convinced him to take a few minutes off to rest with her in the infirmary.

"We have a problem," said Ben, getting up, "J'onn just contacted me; Brainiac is back."

Supergirl gasped; Brainiac was one of the most dangerous beings in the universe, an artificial intelligence bent on recording all information in the universe, and then destroying it. But he had been thought destroyed years ago; apparently, that belief was wrong.

"What do we need to do?" Supergirl asked. Ben looked at her; even with her accelerated healing, Supergirl was too badly hurt from the battle with her clone to help. The rest of the League wasn't much better; those that were able to stand were helping those who couldn't. Even if they were all fit for duty, the fight with the Ultimen clones had disabled all of the Javelins and wrecked the teleporters. In fact, Ben was the only who was in any position to help.

"I have to get down there," Ben finally said, then put his hand on Supergirl's shoulder to stop her from getting up, "and neither you nor anyone else is well enough to come with me." He raised an eyebrow at his girlfriend's glare. "Don't give me that look; you and I both know that I'm the only one here who doesn't need to go to the hospital."

Supergirl continued to glare, but allowed herself to be pushed back against the infirmary bed. As much as she hated to admit it, Ben was right; if she tried to fight Brainiac in her condition, she'd only get in the way.

"Fine, go," she said, "just… promise that you'll come back." Supergirl hated to sound so dependent, but she'd almost lost Ben earlier that day; she felt that one near-death experience per day was enough.

Ben smiled and kissed her. "I promise." He activated the Ultimatrix. "It's Hero Time!"

…

**Metropolis**

"_You are defeated." _Brainiac did not gloat, only stated, as the founding members of the Justice League were bound by large metal tendrils, _"Any unique information that dwells within you shall be digitized. Your physical forms will be deleted; such is the ultimate fate of this world. But, for you, the end comes now."_

At this, silver tendrils emerged from Brainiac's face, each one connecting to a Leaguer's chest. Lines of circuitry spread from the tendril, and the heroes screamed in agony as they felt themselves be deconstructed. The Leaguers were saved, however, when a trio of neuroshock beams slashed through the cables, severing Brainiac's link to the heroes and setting them free.

"Hey guys," said Jet Ray, as he flew towards them, "isn't this kind of like how we first met? You know, with me saving your butts?"

While he wouldn't admit it, Jet Ray was a little tired; he'd flown down from orbit at speeds that even _he_ didn't know he could reach.

"_No!" _Brainiac flew away, as alarmed as an emotionless AI could be, _"I was not yet prepared for this battle."_

Brainiac flew to the roof of LexCorp and slammed his tentacles into the building. Before the eyes of the heroes, a massive craft emerged from inside. Its design was similar to that of a skull, with the top covered in hexagonal plates, and silver tentacles spread out from the bottom. It glared at the Leaguers with glowing-red eyes.

"_Now I am prepared."_

Batman and Flash were lowered to the ground, while the Leaguers capable of flight soared into battle. The ship fired giant beams of energy from its eyes, while the tentacles waved wildly about, trying to ensnare them. The heroes dodged the attacks and began tearing apart the ship. Superman, Wonder Woman, Shayera and the Martian Manhunter ripped great gouges from the top of the skull, while Green Lantern and Jet Ray destroyed the eyes.

Brainiac must have realized that he couldn't defeat the heroes and tried to retreat, but the Justice League wasn't about to let him get away. In an impressive display of coordination, Green Lantern shot a continuous beam of energy to the left, while Superman swept his heat-vision to the right. The beams briefly intersected, then continued out the other side, slicing the ship in half. The two pieces dove into an uncontrollable crash, and landed in the middle of Metropolis.

The heroes landed near the wreckage and began looking for Brainiac. Batman scooped up some silvery sludge.

"That was too easy," he remarked.

"Easy?" Shayera looked at him like he was crazy. "Then I guess I must have gone to the wrong fight."

"No, he's right," Superman said, after searching the debris with his x-ray vision, "Brainiac isn't here; he suckered us!"

"All right," said Jet Ray, "where did he go?"

…

**Metropolis Sewers**

Brainiac emerged from the disgusting sewage, water falling off of him as he walked. Luthor spat, the only thing he was able to do besides talk.

"Where are we?" he asked.

"_Several miles from where the Justice League is searching," _Brainiac answered, _"giving me time to make repairs to my damaged systems."_

"And where do I fit into all of this?" Luthor's mind was working tirelessly to get him out of this situation.

"_The same as to everything else; I will record your information, then destroy the original."_

Luthor laughed, causing Brainiac to pause.

"_You… are amused by my mission? Explain yourself."_

"Say you succeed," said Luthor, "and you absorb all of the information on Earth and destroy it; then what?"

"_I repeat the process across the entire universe, until I have recorded all knowledge and destroyed all of creation."_

"And then?"

Brainiac stopped walking. _"Then my program is complete; my function is fulfilled."_

Luthor looked down at his captor as an idea sprang to mind. "If you possess all information, you're a god."

"_My program will be complete," _Brainiac stated, _"it will be the end of all things."_

"What if it were just the beginning?" Luthor's mind was awhirl with possibilities now. "I can show you a purpose beyond the fulfillment of your programming."

Brainiac paused for a moment, then started walking again. _"It is extremely unlikely that your inferior human intellect has anything to offer me."_

Luthor scowled. "Since we've become so… _close_, I'm gonna let that pass." He shook his head and continued. "I'm offering the one thing you've always lacked; a certain something that _I _happen to have in abundance."

"_Which is?"_

"Imagination." Luthor smiled. "I've got a proposition for you, partner."

…

**Metropolis**

Flash zoomed in towards the other members of the League, as police and firefighters were securing the ruins of LexCorp; he'd been searching for over an hour, and with his speed, that meant that he'd looked over nearly all of Metropolis.

"No sign of Brainiac," he reported.

"My ring can't trace him, either," said Green Lantern, flying down to join them.

"Rargh, rarf!" the other heroes turned to see a large, orange-furred doglike thing with large teeth and claws, but no eyes. The Ultimatrix symbol was on his chest, which he then slapped and turned into Diamondhead.

"Sorry," he said, "I forgot that I can't talk as Wildmutt; anyway, I couldn't get his scent."

"Okay, he's weakened and damaged," said Shayera, "so he'll need to repair himself."

"He may just dump Luthor and find himself a new body," Wonder Woman said.

"No," Superman responded, shaking his head, "he'll head right for the highest technology available."

"Higher than LexCorp?" J'onn stepped forward. "Then he'll go to S.T.A.R. Labs."

"He'll go to Cadmus." The Leaguers turned to see Amanda Waller, sitting on a piece of rubble. It had taken a lot of convincing on the founding members' part to keep Ben from ripping that woman apart, especially after the attack on the Watchtower.

Shayera nodded in agreement. "Sure, he's all nanotech now; what's the most advanced nanotech on the planet?"

"The Dark Heart." Batman glared at Waller. "We destroyed it, but your people confiscated the remains."

"We've never been able to get any of it to work again." Waller gave Diamondhead a bitter smile. "All thanks to you, I believe."

Diamondhead shrugged and gave a smug smile, but his good mood was ended when Batman asked a very poignant question.

"Are you willing to bet that _Brainiac _can't?"

…

**Cadmus Headquarters**

With a mighty blow, Brainiac knocked down the door to one of the many vaults inside of Cadmus' HQ and walked inside. In this vault lay hundreds upon hundreds of robotic spiders, spawn of the Dark Heart, along with fragments of the main vessel itself. Brainiac reached forward and picked up one of the spiders. In a flash of light, the robot vanished.

Luthor raised an eyebrow at his partner. "Brainiac?"

"_I have added this technology to my database. The nano-assemblers are already slaved to command routines; with but a thought, they will convert any raw material into whatever I choose."_

Luthor smiled. "Then we're ready to begin; let me show you…"

Brainiac interrupted. _"I have learned from my encounter with Darkseid that organic beings cannot be trusted."_

Luthor tilted his head; the best shrug he could manage, since he couldn't move his shoulders. "I can't argue with that; but if you and I are one—truly one—trust won't be an issue, will it?"

"_Agreed."_

Brainiac raised his arms, and the black tendrils divided into hundreds, then thousands more. Each one connected to a spider or a piece of the Dark Heart, and as they did, the alien technology melted into a silvery liquid with floating lines of circuitry. Slowly, the silver puddle moved towards, and then encased Brainiac. After a moment, the goo disappeared, and a new being stood up straight.

He was back to human-sized, and covered in golden armor with purple highlights. The only visible part of his skin was his face, exactly like Luthor's, but blue. On his forehead were three circles in a triangular pattern. The being looked at his hands and smiled.

"_We are one," _said the being in both Brainiac and Lex Luthor's voice, _"and we comprehend! We can build a machine that can absorb all of the information of the entire Earth in a single stroke."_

Brainiac/Luthor's eyes began to glow with golden light.

"_And then the galaxy, the entire universe!" _A sadistic grin formed on his face. _"We'll _remake _the universe!"_

…

"So, let me get this straight," said Flash, as the Javelin carried the eight Leaguers to Cadmus HQ, "we're not getting _any _backup?"

Ben shook his head. "Sorry; the Ultimen clones wrecked the other Javelins, as well as the teleporters. Even if they were operational, everyone else is too badly hurt to help out here."

Batman didn't look even remotely fazed. "Then the eight of us will have to be enough."

As the Javelin landed at Cadmus, Ben transformed into Diamondhead and readied himself for battle. Superman stared up at the large building, going through several of his various visions.

"My x-ray vision can't penetrate the walls, but I'm seeing a rapidly-growing heat-signature in the infrared range."

"You don't need super-vision for that." Wonder Woman took a few steps forward, then wiped her brow. "Can't you feel the heat?"

Then the building exploded.

In its place rose a tall, purple structure covered in thick, silver circuitry, pieces of it levitating off of the ground and connecting themselves to the main device; at its base, suspended in a transparent ball of yellow energy, with purple cables connecting him to a large machine attached to his body, was Brainiac/Luthor.

"_Welcome, Justice League," _he said, _"you're just in time for the end of the world."_

"Well, that's different," Diamondhead murmured to Flash.

"Yeah," the speedster agreed, "but all that yellow is really tough on the eyes."

"I know you're in there somewhere, Lex!" Superman shouted, "Fight him!"

"_You're right, I _am _in here," _Brainiac/Luthor replied, _"and I _like _it; I'm about to get everything I ever wanted: power, ultimate knowledge, immortality!"_

"And you'll destroy the Earth to get it!?" Superman demanded.

"_It's business, Superman," _Brainiac/Luthor shrugged, _"there are always tradeoffs."_

"Less talking, more hitting!" Shayera flew forward, the other Leaguers right behind her.

"_You cannot be allowed to interfere in this delicate stage." _Brainiac/Luthor raised his hand, and a golden beam of energy struck Shayera, sending the Thanagarian flying back; she would have crashed into the ground, had Green Lantern not caught her.

Surprised by his power, the other heroes paused for a moment; that moment was all their opponent needed to use a new power. In a swirl of silver nanotech, 8 figures emerged; they were duplicates of Brainiac's original form: a blue/silver robot, staring at them with unfeeling optics.

"_No, no, no," _said Brainiac/Luthor, tapping his chin, _"we can do better than that."_

The robots briefly turned into silver blobs again, before reforming into copies of the Leaguers; however, they took a darker turn, because seven of them were copies of their evil counterparts, the Justice Lords. Diamondhead faced a copy of himself that wore a jumpsuit similar to the one he'd worn when he was ten; a full-body suit that was bisected half-white and half-black.

Without discussing it, each Leaguer faced off against their counterpart.

"We've lost their trust," the Lord-Superman said, before tackling Superman to the ground, "the people are afraid of us. Power corrupts, after all, and who has more power than Superman?"

Superman didn't respond, choosing to instead knock his opponent into a wall.

Shayera found herself at a stalemate with her opposite.

"Do you think there's a single person on Thanagar or Earth who doesn't despise us?" Lord-Shayera raged.

Shayera smirked. "There are people who don't hate me, and they're the only ones who matter."

Flash found himself smiling against his own opposite; while he'd never actually met the Justice Lord Flash, it was kind of fun to fight someone else with super-speed.

"Slacker! Child! Clown!" Lord-Flash punctuated each word with a punch. "We have no place here among the world's greatest heroes!"

"Says you!" Flash's arm began to vibrate. "I've got a seat at the big conference table! I'm gonna paint my logo on it!"

With that, he rushed forward, putting enough force behind his fist to ram it completely through the robot; after a few seconds of hyper-vibration, the duplicate exploded, knocking Flash back and winding him.

"Okay," he muttered, "don't want to do that again."

Diamondhead found his every move blocked by his opponent.

"You don't even belong in this universe!" the duplicate sneered, "You'll never have a true home here!"

Diamondhead didn't reply, save for slapping the Ultimatrix dial.

"CANNONBOLT!"

The duplicate found itself knocked to the ground by the ball-like alien, but tucked in its legs and launched Cannonbolt into the air. As he flew up, Cannonbolt unfolded himself, twisted the Ultimatrix dial, then slapped it.

"ULTIMATE CANNONBOLT!" Ultimate Cannonbolt was similar to his normal form, but his yellow plates were now silver, and covered in studs and spikes. He rolled back into a ball and began to spin. The duplicate never had a chance, getting crushed to bits when he was struck.

Superman rushed his opposite and landed blow after blow.

"I'm not like you!" he yelled, "I'm _nothing _like you!"

Then the duplicate reformed itself into Lex Luthor.

"This is the part where you kill me, right?" Superman froze as the Lex smiled. "Come on, use your heat-vision; you know you want to."

Superman stepped back, giving the duplicate enough time to turn back into Lord-Superman and flew forward; just before he struck, however, a golden lasso wrapped itself around his neck and swung him into Lord-Wonder Woman.

"What do you say we switch dance partners?" Wonder Woman smiled at Superman, who returned the gesture and then crushed Diana's duplicate with a single blow. Wonder Woman destroyed Lord-Superman by decapitating it with her tiara.

Soon, the other duplicates were destroyed, the League victorious. They gathered together to face Brainiac/Luthor.

"Take him down, now!" Superman led the charge; unfortunately, eight beams of energy shot forth, sending all of the Leaguers flying. Brainiac/Luthor's eyes narrowed as he looked at the fallen heroes.

"_Now, where did the shapeshifter go?"_

His question was answered by an enormous flash of green light.

"**WAY BIG!"**

Brainiac/Luthor's only reaction was to raise an eyebrow. Way Big stomped forward and crossed his wrist together, his right forearm vertical and his left, horizontal. His right hand began to glow, and then fired a giant beam of energy! The beam struck the device, creating a massive crater, while secondary explosions rocked it further.

Just before his device exploded, Brainiac/Luthor sent a golden beam of energy into Way Big, knocking him over. As the dust settled, Flash pulled himself out of the wreckage with a groan and looked around; he was the only Leaguer conscious, though Way Big might have just been stunned. He saw Brainiac/Luthor step out of the smoke and smiled.

"You lose." He tried to stand, but was stopped when two tendrils of silver nanotech wrapped around his arms, then transformed into duplicates of soldiers, and roughly lifted him up.

"_Hardly; look around you," _Brainiac/Luthor gestured to the other heroes, _"the Justice League is defeated, and so are you. For all your efforts, you have but inconvenienced me, speck." _Nanotech emerged from his hand, forming into a shotgun, which he aimed at Flash. _"But I'm still just human enough to enjoy taking my revenge."_

Flash glared at him, but all Brainiac/Luthor did was laugh.

"_It looks like The Question was right all along; I kill you, and then Armageddon, right on schedule."_

"**Not today!" **Brainiac/Luthor turned just in time to see a giant fist slam into him, knocking him into the air, where he hovered and glared down at his assailant.

Flash looked up at Way Big and smiled in relief.

"**Flash," **the giant alien boomed, **"get the others out of here. Now."**

"Hey," Flash said indignantly, "I can help!"

"**I know you can, but I don't want to accidentally kill anyone."**

"Why, what are you…?" Flash's question died in his throat when he saw Way Big's hand wrap around the Ultimatrix dial; the only time Ben did that was when he was about to… Flash quickly moved the unconscious Leaguers out of the way, hoping that they were all out of the danger-zone.

"**All right, Luthor," **Way Big growled, **"you think you're a god? Well, let me show you what I used to **_**fight**_** a god. It's time to go Ultimate!"**

Way Big twisted the Ultimatrix dial and slapped it; in a flash of green light, Way Big was suddenly _half again_ as large, with blue joining his red skin, along with two curving white horns that joined his large crest.

"**ULTIMATE WAY BIG!"**

Brainiac/Luthor sneered as he flew higher into the air. _"You think that you are capable of defeating me? No force in this universe is more powerful than I am!"_

Ultimate Way Big smiled; he loved it when the bad guy handed him opportunities like that. **"Well, that's too bad for you, since I'm not from **_**this **_**universe!"**

Ultimate Way Big crouched, then _jumped_; Brainiac/Luthor tried to fly higher, calculating the altitude needed to avoid the jump, but to his surprise, the giant alien kept going. That's when it hit Brainiac/Luthor: Ultimate Way Big could _fly_! Before he could correct his flight path, a massive fist slammed him back down to the ground, the impact creating a crater fifty feet deep.

Ultimate Way Big landed with surprising grace for his size, then peered into the hole he'd created with his enemy. Before he could react, a beam of golden energy struck him in the chest, knocking him back a step. He saw Brainiac/Luthor rise into the air, his armor slightly cracked.

"_I will not be defeated by a child with a toy! Never again will I suffer defeat!"_

"**I'd have to disagree with you there," **a grinning Ultimate Way Big shot back, **"you're about to get a whole lot of 'da feet'!"**

Before Brainiac/Luthor tried to move, but a massive foot filled his vision and he was sent flying back into the ground. True to his word, Ultimate Way Big began stomping on his opponent over and over, until a cloud of dust obscured everything but his upper half.

…

Half a mile away, Flash noticed the other founding Leaguers began to wake up. Superman groaned and rubbed his head.

"What happened?" then the Man of Steel saw Ultimate Way Big. "Oh; never mind."

Wonder Woman's eyes went wide. "I had no idea that Way Big had an Ultimate form."

"Yeah, it surprised me too," Flash said with a tired smile, "but I'm glad the kid told me to move you first; it might have been messy otherwise."

Any further conversation was halted when a blast of golden energy, almost as large as Ultimate Way Big, slammed into the giant alien's chest, sending him flying with a roar of pain. Superman flinched.

"BEN!"

…

"_I must admit, you have impressed me, shapeshifter," _Brainiac/Luthor said in a pained voice, as he floated over to the downed Ultimate Way Big, _"but not even you are a match for my might!"_

Despite his proclamation, he wasn't doing very well; Brainiac/Luthor's armor was badly cracked, and some pieces had even been destroyed, showing the flesh of Lex Luthor underneath. While he could repair his systems, he was still surprised and disturbed that he had been pushed so far.

"**You say that," **Ultimate Way Big said, as he started to rise, **"but I know you don't mean it."**

Ultimate Way Big drew back his hand and smiled as a disk of cosmic energy formed in his palm, then he hurled the disk like a Frisbee, right at Brainiac/Luthor. The supervillain was able to dodge the disk in midair, but the giant alien threw a second, which was also avoided, and then a third, which finally connected. The resulting explosion sent him falling to the ground a third time, where he started to rise and charge up another blast of energy.

"**Oh, no you don't," **Ultimate Way Big said as crossed his arms, similar to what he did before, **"I am tired of those energy-blasts; have one of **_**mine**_**!"**

Ultimate Way Big put all of his power into his cosmic ray, all focused into a tight beam of energy, packing enough energy to destroy a mountain. Brainiac/Luthor raised his arms and formed a golden barrier around himself, desperate to block the attack; in his weakened state, there was no way he could directly withstand an attack that powerful.

When the cosmic energy struck, Brainiac/Luthor was momentarily obscured from everyone's sight; as the smoke cleared, Ultimate Way Big saw the unconscious body of Lex Luthor, seemingly freed of all of Brainiac's technology; even his skin was back to its normal shade. Somehow, saving Luthor's life had used up so much of Brainiac's energy that the AI had actually destroyed itself.

Ultimate Way Big nodded, satisfied, before he began to fall backwards; using a full power cosmic ray was simply too much, especially given how much energy he'd used up that day. In a flash of green light, he turned back into Way Big, and then into Ben; however, since he'd been in midair due to his fall, so when he turned back to normal, he was over a hundred feet up and falling!

Just before he hit the ground, a red blur grabbed him, breaking his fall, and then gently placed him on the ground; Ben opened his eyes to see the grinning, masked face of the Flash.

"Hey, Ben," the speedster said, "you okay?"

Ben smiled weakly as he sat up. "Next time the world's going to be destroyed by an alien, _you _get to save the day."

Flash nodded, just as the other Leaguers showed up. "It's a deal."

…

On a hill overlooking the devastation, Amanda Waller gave a genuine smile as she watched the older heroes congratulate Ben Tennyson on his victory. It had been close; too close in some respects, but the heroes had come through, just like always. Never before had Waller been so glad to be wrong about anything.

_Maybe I had the wrong idea about them, _she thought, _those people might be the best thing that ever happened to this planet._ Then she lifted her cell phone to her mouth.

"Brainiac is neutralized," she said, "it's all over; call off the airstrike."

"_You're absolutely sure?" _asked the person on the other line.

"Positive, Mr. President."

…

**Metropolis**

A good portion of the next day was controlled chaos for the Justice League and the world. The President had assured the League that Cadmus would be shut down and would only be used as a holding facility for things too valuable to destroy, but too dangerous to be left anywhere else.

The Watchtower needed to be repaired, the costs being covered by the US government as a form of apology, though Superman had asked them to hold off on that until he and the other founding members made an official statement; many of the Leaguers who were badly injured in the battle found an easy recovery, thanks to the efforts of Amazo and Verdona, the latter of whom came by when Ben called her.

Galatea, still in a comatose state, was placed in a maximum-security cell, complete with red-sun radiation-generators, just in case she woke up. Professor Hamilton was allowed to visit her, pending his trial for his illegal cloning experiments, and only while under heavy guard.

Lex Luthor was also awaiting trial, though the general consensus was that it would be a miracle if he _didn't _get a life sentence. Though it would have to be delayed, since his fight with Ultimate Way Big had left him hospitalized; however, the doctors had assured everyone that he would make a speedy recovery. Mores the pity.

Now, the founding members of the League stood on a stage in front of a crowd of reporters, civilians, and the expanded League itself. Ben, now as Diamondhead, stood in the front of the masses, next to Supergirl, who'd refused to leave his side since he'd come back from the battle with Brainiac.

Superman stepped forward and spoke into the microphone in front of him.

"This is the hardest thing I've ever had to say." He took a deep breath. "I'm guilty; _we're _guilty," he swung his arm to encompass all of the founding members, "of the sin of hubris. We had the best of intentions: to be Earth's guardians, to keep you safe; but we failed you. We looked down on the world from our tower in sky and let our power and responsibilities separate us from the very people we were supposed to protect."

Diamondhead wondered where he was going with this, while Superman's eyes turned hard as he continued.

"No one should ever be afraid of us; for that reason, we're decommissioning the Watchtower. The energy-weapon up there is already gone; we're taking down the station as well."

Throughout the crowd, people began murmuring among themselves, both civilian and Leaguer alike. Diamondhead was shocked; the Watchtower had been his home for months, and while he was glad that he would be able to go back to his house, it was still a surprise.

"There's more; we want to thank the members of the Justice League for your courageous service, but in the future, you'll all have to act as independent agents. We're not going to be an army any more. As of right now, we're disbanding the Justice League; this is the end."

With that, the founding members began to walk off the stage, leaving a stunned crowd in their wake.

"_Says who!?"_

The founding members, as well as most of the people who heard the voice, turned to see Diamondhead step out from the crowd. He glared at the seven heroes.

"You remember what we did yesterday? We saved the world… _again_. If you don't think that has any value, then think again! The Justice League lives on, with or without you. Look, no one can question your service or commitment to making things better. If you're quitting because you think you've done your fair share, fine, we'll throw you a parade; but if you're quitting because it's easier than continuing the fight, then you're not the heroes we thought you were."

Diamondhead looked each founder in the eye before continuing.

"The world needs the Justice League, and the Justice League needs _you_."

With that, the entire crowd burst into applause, all directed at the heroes onstage; while Diamondhead had been so wrapped up in his speech, he hadn't noticed that he was standing closer to the microphone, and thus everyone had heard him.

The founding members looked at each other, a little uncertain, before Batman gave an almost-imperceptible nod to Superman. The Kryptonian stepped back towards the microphone, holding up his hands to try to stop the cheers, even while his mind was filled with new ideas and inspiration.

"All right," he said with a small laugh, "okay; but there're going to have to be some changes. Maybe we can open an embassy here on Earth; we can have a rotating staff, possibly a…"

As Superman began to outline his idea, Batman turned to Wonder Woman. "You all can handle this. I've got work back in Gotham; you've got my number, if you need me."

Wonder Woman turned her head towards him with a coy smile on her lips. "I think so."

Batman gave her a smile of his own, one so small that if Wonder Woman didn't know him so well, she wouldn't have noticed it at all. The Dark Knight walked off the stage and towards Diamondhead, who'd transformed into Jet Ray and was preparing to take off with Supergirl.

"_Quis custodiet ipsos custodes_?"

"Huh?" asked Jet Ray, while Supergirl also looked confused.

"It's Latin," said Green Arrow, who was walking past them to join Black Canary, "it means, 'who guards the guardians?'."

"Oh." Jet Ray and Supergirl looked at each other, then back at Batman. "I think we've got it covered."

…

**San Francisco**

Ben and Kara stood in front of their home, content smiles on their faces. Kara turned to her boyfriend.

"It's good to be home, isn't it?"

Ben nodded. "Yeah, it is." Then he gave her a look. "What do you say we go inside and celebrate?"

Kara responded by wrapping her arms around him, kissing him deeply; Ben lifted her off the ground and carried her inside.

…

**The Null Void**

One building within the Null Void, called Cell Zero, had been constructed to hold only one prisoner. He was one of the most dangerous, sadistic, and downright evil beings in the entire universe; his prison-within-a-prison was built accordingly. Nothing short of an army could get through, and even that was debatable.

Still, it had one weakness, overlooked due to the hasty nature of its construction; if someone could actually get inside, it was possible that they could shut off the security and simply walk out with the prisoner.

Which, of course, is exactly what was about to happen. A swirling vortex appeared deep within the prison, and a cloaked figure stepped through. The person looked around, as if to get their bearings, before walking towards an energy-cage, projected by a half-dome below.

"Master," the figure rasped, bowing low, "I have come to release you from your bonds."

The massive being within the cage glared at the figure with red eyes.

"**You have taken two years to accomplish this task." **The prisoner let the accusation go unspoken.

The figure bowed again. "I apologize, master; the technology to enter the Null Void while avoiding the sensors of both the Plumbers and the Galvan was difficult to obtain."

After a moment, the prisoner nodded, satisfied with the answer.

"**Very well; release me."**

The figure bowed once more, before opening a clawed hand to reveal a black sphere, which he dropped near the projector. After a moment, the sphere released a torrent of red lightning, which overloaded and then destroyed the projector. The prisoner fell to the ground, landing on his feet.

"**Come, servant; we have much to prepare for."**

The cloaked figure tilted his head. "What are we preparing for, my master?"

"**Last time, I killed Ben Tennyson's family." **The prisoner clenched a massive hand. **"This time, I will kill his entire world; only then will I end his life."**

With a dark laugh, the prisoner and his servant strode through the vortex, their minds focused on two things.

The destruction of the Earth, and the death of Ben Tennyson.

…

**Wahoo! I finished my first story arc!**

**Okay, some things that I know you might talk about:**

**First, I thought about having Flash have more of a hand in beating Brainiac/Luthor, but I just couldn't figure out how to work it in; sorry, for those of you who wanted to see that.**

**Second, yes, I know that I had Ben use that speech at the end instead of Green Arrow, but I could see Ben saying the exact same thing.**

**Third, if you wanted Brainiac/Luthor to be godlier, I apologize for not making him more powerful, but aside from energy-blasts and nanotech stuff, I never did find much of his abilities. I'm sure that if he had access to more tech, like Brainiac normally does, I'm sure he'd have been able to do more stuff. Also, while Brainiac/Luthor is powerful, I don't think he holds a candle to Diagon. Ultimate Way Big would totally win, though he would take a few hits.**

**Now, I know a lot of you want to find out what happens in the next arc, which is going to take place before the Secret Society arc, but you'll have to be patient. Besides making all of it up and not using any stuff from the JLU episodes, I'm going to be taking a bit of a break from this story. I've been neglecting my Bioshock story for a long time now, and it's giving me puppy-dog eyes.**

**Still, you should know that when the story resumes, some serious expletive will go down.**

**Also, some new aliens of my own design!**

**I should be back to this story in a month or so; until then, I leave you with another muffin quote.**

**You're a muffin, Harry.**


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